Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 24, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | MATEON THERAPEUTICS INC | |
Entity Central Index Key | 0000908259 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88,601,912 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 183,437 | $ 81,964 |
Accounts receivable | 19,748 | 149,748 |
Prepaid & other current assets | 70,967 | 41,288 |
Total current assets | 274,152 | 273,000 |
Development equipment, net of depreciation of $73,823 and $64,404 | 38,135 | 47,554 |
Intangibles, net of accumulated amortization of $98,449 and $85,608 | 911,731 | 924,572 |
In process research and development, net of accumulated amortization of $68,860 & $0 | 1,308,340 | 1,377,200 |
Goodwill | 21,062,455 | 21,062,455 |
Other long term assets | 1,800 | |
Total assets | 23,596,613 | 23,684,781 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,202,571 | 2,054,983 |
Accounts payable to related party | 763,026 | 601,682 |
Contingent Consideration | 2,625,000 | 2,625,000 |
Derivative liability on Notes | 1,778,272 | 540,517 |
Convertible debt, related party, net of costs | 16,019 | 16,474 |
Convertible debt, net of costs | 1,099,289 | 944,450 |
Total current liabilities | 8,484,177 | 6,783,106 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Convertible Preferred stock, $0.01 par value, 15,000,000 shares authorized; 278,188 and 278,188 shares issued and outstanding | 2,782 | 2,782 |
Common stock, $.01 par value; 150,000,000 shares authorized; 88,032,112 and 84,069,967 issued and outstanding, respectively | 880,321 | 840,700 |
Additional paid-in capital | 31,014,633 | 28,185,599 |
Accumulated deficit | (16,785,300) | (12,127,406) |
Total stockholders' equity | 15,112,436 | 16,901,675 |
Total liabilities and stockholders' equity | $ 23,596,613 | $ 23,684,781 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Depreciation of development equipment | $ 73,823 | $ 64,404 |
Amortization of intangible assets | $ 98,449 | $ 85,608 |
Convertible Preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Convertible Preferred stock, shares issued | 278,188 | 278,188 |
Convertible Preferred stock, shares outstanding | 278,188 | 278,188 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 88,032,112 | 84,069,967 |
Common stock, shares outstanding | 88,032,112 | 84,069,967 |
In Process Research and Development [Member] | ||
Amortization of intangible assets | $ 68,860 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Service Revenue | $ 340,855 | |
Operating expenses: | ||
Research and development | 311,999 | 404,848 |
General and administrative | 2,677,503 | 571,215 |
Total operating expenses | 2,989,502 | 976,063 |
Loss from operations | (2,648,647) | (976,063) |
Other expense: | ||
Interest income | 10 | |
Interest expense | (1,148,361) | |
Change in fair value of derivative on debt | (736,298) | |
Loss on debt conversion | (124,598) | |
Total other expense | (2,009,247) | |
Net Loss | $ (4,657,894) | $ (976,063) |
Basic and diluted net loss per share attributable to common stock | $ (0.05) | $ (0.14) |
Basic and diluted weighted average common stock outstanding | 84,917,073 | 6,925,528 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 68,438 | $ 7,886,598 | $ (5,490,277) | $ 2,464,759 | |
Balance, shares at Dec. 31, 2018 | 6,843,802 | ||||
Common shares issued for cash | $ 208 | 82,792 | 83,000 | ||
Common shares issued for cash, shares | 20,750 | ||||
Common shares issued for services | $ 918 | 417,218 | 418,136 | ||
Common shares issued for services, shares | 91,844 | ||||
Common shares issued for settlement of accounts payable to related party | $ 808 | 237,282 | 238,090 | ||
Common shares issued for settlement of accounts payable to related party, shares | 80,772 | ||||
Stock-based compensation | 268,259 | 268,259 | |||
Net loss | (976,063) | (976,063) | |||
Balance at Mar. 31, 2019 | $ 70,372 | 8,892,149 | (6,466,340) | 2,496,181 | |
Balance, shares at Mar. 31, 2019 | 7,037,168 | ||||
Balance at Dec. 31, 2019 | $ 2,782 | $ 840,700 | 28,185,599 | (12,127,406) | 16,901,675 |
Balance, shares at Dec. 31, 2019 | 278,188 | 84,069,967 | |||
Stock-based compensation | 2,147,591 | 2,147,591 | |||
Common shares issued upon partial conversion of debt | $ 39,621 | 681,443 | 721,064 | ||
Common shares issued upon partial conversion of debt, shares | 3,962,145 | ||||
Net loss | (4,657,894) | (4,657,894) | |||
Balance at Mar. 31, 2020 | $ 2,782 | $ 880,321 | $ 31,014,633 | $ (16,785,300) | $ 15,112,436 |
Balance, shares at Mar. 31, 2020 | 278,188 | 88,032,112 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (4,657,894) | $ (976,063) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Amortization of debt discount and deferred finance costs | 1,148,305 | ||
Amortization of intangible assets | 81,701 | 12,841 | |
Stock-based compensation | 2,147,591 | 268,259 | |
Depreciation on development equipment | 9,329 | ||
Issuance of common shares for settlement of accounts payable to related party | 238,090 | ||
Issuance of common stock in lieu of cash for services | 418,136 | ||
Change in fair value of derivative | 736,298 | ||
Loss on debt conversion | 124,598 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses & other current assets | 100,321 | 33,140 | |
Accounts payable and accrued expenses | 179,881 | (112,398) | |
Accounts payable to related party | 161,344 | ||
Net cash provided by (used in) operating activities | 31,473 | (117,995) | |
Cash flows from financing activities: | |||
Proceeds from sales of common stock | 83,000 | ||
Net proceeds from convertible notes payable, related party | 70,000 | 32,000 | |
Net cash provided by financing activities | 70,000 | 115,000 | |
Net increase (decrease) in cash | 101,473 | (2,995) | |
Cash - beginning of period | 81,964 | 3,478 | $ 3,478 |
Cash - end of period | 183,437 | 483 | $ 81,964 |
Non cash investing and financing activities: | |||
Common shares issued upon conversion of debt | $ 721,064 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Mateon Therapeutics, Inc. (f/k/a OXiGENE, Inc.) (the “ Parent Mateon Oncotelic Company On April 17, 2019, Mateon entered into an Agreement and Plan of Merger (the “ Merger Agreement Merger Sub Merger On April 22, 2019, Mateon completed the Merger and Oncotelic became a wholly-owned subsidiary of Mateon. Upon the completion of the Merger each share of Oncotelic Common Stock outstanding immediately prior to the Merger (excluding any shares of Oncotelic held by stockholders exercising dissenters’ appraisal rights) was converted pursuant to the Merger Agreement using the following ratios of (i) 3.97335267 shares of Mateon Common Stock, par value $0.01 per share (the “ Common Stock Series A Preferred The Merger was treated as a recapitalization and reverse acquisition for financial accounting purposes. Oncotelic is considered the acquirer for accounting purposes, and the registrant’s historical financial statements before the Merger have been replaced with the historical financial statements of Oncotelic prior to the Merger in the financial statements and filings with the Securities and Exchange Commission. The Company is a cancer immunotherapy company dedicated to the development of first in class self-immunization protocol (SIP™) candidates for difficult to treat cancers. The Company’s proprietary SIP™ candidates offer advantages over other immunotherapies because they do not require extraction of the tumor or isolation of the antigens, and they have the potential for broad-spectrum applicability for multiple cancer types. The Company’s proprietary product candidates have shown promising clinical activity in phase 2 trials for the treatment of gliomas and pancreatic cancers. The Company aims to translate its unique insights, which span more than three decades of original work using RNA therapeutics, into the deployment of antisense as a RNA therapeutic for diseases which are caused by TGF-beta overexpression, starting with cancer and expanding to Duchenne Muscular Dystrophy (DMD) and others. Oncotelic’s lead product candidate, OT-101, is being developed as a broad-spectrum anti-cancer drug that can also be used in combination with other standard cancer therapies to establish an effective multi-modality treatment strategy for difficult-to-treat cancers. Together, the Company plans to initiate phase 3 clinical trials for OT-101 in both high-grade glioma and pancreatic cancer; and any other indications that may evolve. The Company is also planning to develop OT-101 for the various epidemics and pandemics, similar to the current corona virus (“ COVID-19 On August 17, 2019, the Company entered into an Agreement and Plan of Merger (the “ PointR Merger Agreement PointR PointR Merger Sub AI On November 1, 2019, the Company entered into Amendment No. 1 (the “ Amendment On November 4, 2019, pursuant to the terms of the PointR Merger Agreement the Company completed the merger with PointR. On the effectiveness of the merger, the outstanding Common Stock of PointR immediately prior to the merger, including the conversion of a $200,000 note with accrued interest, excluding any shares of PointR held by stockholders exercising dissenters’ appraisal rights, was converted solely into the right to receive approximately 84,475 shares of the Company’s Series A Preferred. Immediately following the closing of the Merger, the former PointR security holders own approximately 23.29% of the Company’s issued and outstanding Common Stock (including any shares of Common Stock issuable upon the conversion of the Company’s Series A Preferred), and the Company’s stockholders prior to the Merger own approximately 76.71% of the Company’s issued and outstanding Common Stock (including any shares of Common Stock issuable upon conversion of the Company’s Series A Preferred). Please review Note 12 – Subsequent events for more information on updates since March 31, 2020. Principles of Consolidation The consolidated financial statements include the accounts of Mateon and its wholly owned subsidiaries, Oncotelic and PointR. Intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net losses of approximately $16.8 million since inception, had negative working capital of $8.2 million at March 31, 2020, of which approximately $1.3 million is attributable to assumed negative working capital of Mateon and $2.6 million contingent liability of issuance of common shares of Mateon to PointR shareholders upon achievement of certain milestones in accordance with the merger agreement with PointR, and has mostly had negative cash flows from operations through the three months ended March 31, 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. Management expects to incur additional losses in the foreseeable future and recognizes the need to raise capital to remain viable. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The Company’s long-term plans include continued development of its current pipeline of products to generate sufficient revenues, through either technology transfer or product sales, to cover its anticipated expenses. Until the Company is able to generate sufficient revenues from its current pipeline, the Company plans on funding its operations through the sale of equity and/or the issuance of debt, combined with or without warrants or other equity instruments. In April 2019, the Company entered into a Securities Purchase Agreement with two institutional investors for a commitment to purchase convertible debentures in the aggregate principal amount of up to $400,000. Further, in Aril 2019, the Company entered into a Securities Purchase Agreement with our CEO and an investor (the “ Bridge Investor In April 2019, the Company issued two convertible notes in the principal amount of $200,000 each, both including an original issue discount (“ OID In April 2019, the Company issued a convertible debenture totaling $35,556 to the Bridge Investor, including OID of $3,556, receiving net proceeds of $32,000, which were used by the Company for working capital and general corporate purposes. (See Note 6) Also In April 2019, the Company issued a convertible note totaling $164,444, including OID of $16,444, to our Chief Executive Officer, receiving net proceeds of $148,000, which were used by the Company for working capital and general corporate purposes. (See Note 6) In June 2019, the Company received the second tranche under the first Securities Purchase Agreement above. The second tranche totaled $200,000, including $20,000 OID and $1,000 of deferred financing costs, receiving net proceeds of $179,000, which is planned to be used by the Company for working capital and general corporate purposes. (See Note 6) In July 2019, the Company entered into a convertible note purchase agreement with PointR, a privately held, developer of high-performance cluster computer and AI applications, for $200,000. The convertible note bore an interest rate of 8% per annum due on 15 th In August 2019, the Company closed the second tranche of financing with our Bridge Investor, issuing an additional $200,000 face amount convertible debenture, including OID of $20,000 and $5,000 deferred financing costs, receiving net proceeds of $175,000. Following the drawdown of the second tranche from the Bridge Investor, up to $400,000 in face value of Debentures remains available under the Securities Purchase Agreement. In December 2019, the Company closed a financing raising an additional $500,000 for gross proceeds of $1.0 million (“ Fall 2019 Debt Financing Note Purchase Agreement Notes During the three months ended March 31, 2020, the Company’s CEO provided funding of $70,000 to the Company. Although no assurances can be given as to the Company’s ability to deliver on its revenue plans, or that unforeseen expenses may arise, management believes that the potential equity and debt financing or other potential financing will provide the necessary funding for the Company to continue as a going concern. Also, management cannot guarantee any potential debt or equity financing will be available on favorable terms or at all. As such, management does not believe they have sufficient cash for 12 months from the date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expense during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. Cash As of March 31, 2020, and December 31, 2019, the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2020 and December 31, 2019. Investment in Equity Securities Prior to the Merger, Oncotelic received Series E Preferred Shares of Adhera Therapeutics, Inc. (“ Adhera ASC ASC 321 Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2020. The derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 6), consisted of conversion feature derivatives at March 31, 2020, are Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of March 31, 2020: Conversion Feature Balance at December 31, 2019 $ 540,517 New derivative liability 870,268 Reclassification to additional paid in capital from conversion of debt to common stock (368,811 ) Change in fair value 736,298 Balance at March 31, 2020 $ 1,778,272 As of March 31, 2020, and December 31, 2019, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of March 31, 2020: March 31, 2020 Key Assumptions for fair value of conversions Risk free interest 0.23% to 2.26 % Market price of share $ 0.17 Life of instrument in years 2.06 - 2.35 Volatility 150.65 % Dividend yield 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended March 31, 2020 and March 31, 2019, there were no transfers of financial assets or financial liabilities between the hierarchy levels. Below is the fair value measurements for the investments in equity securities that the Company held as of March 31, 2019: As of March 31, 2019 Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Investments in Equity Securities Adhera Therapeutics – Convertible Series E Preferred Shares $ - $ - $ - $ 1,769,300 $ 1,769,300 $ - $ - $ - $ 1,769,300 $ 1,769,300 Through September 30, 2019, the Company had opined that since the Adhera Convertible Series E Preferred shares contained “full-ratchet” anti-dilution provisions, if Adhera were to issue any new common shares or derivative securities convertible into shares of their common stock at a price that is lower than the conversion price for the Convertible Series E Preferred Stock (other than certain limited exempt issuances) then the conversion price for the Convertible Series E Preferred Stock would have automatically adjusted to the lower conversion price, as defined in the agreement with Adhera. The Adhera Convertible Series E Preferred shares are not publicly traded and there are no freely observable inputs from objective sources. During the fourth quarter of the year ended December 31, 2019, the Company evaluated the fair value of the investment based on a recent filing by Adhera, in which Adhera describes their current financial condition including the potential to file for bankruptcy, the Company believed that the long term investment in Adhera is impaired and therefore, determined to write off the entire investment. The change in the value of the investment, under level 3 of the Fair Value Measurement, is shown as under: Year Ended December 31, 2019 Opening Balance $ 1,769,300 Value introduced - Write off value of investment (1,769,300 ) Closing balance $ - Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: Three Months Ended March 31, 2020 2019 Convertible notes 12,084,300 - Stock options 6,135,284 - Warrants 15,237,500 - Potentially dilutive securities 33,457,084 - Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees and members of the Board of Directors (the “ Board Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three months ended March 31, 2020 and year ended December 31, 2019, there were no impairment losses recognized for long-lived assets. Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the three months ended March 31, 2020 and 2019, there were no impairment losses recognized for intangible assets. Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. For the three months ended March 31, 2020 and 2019, there were no impairment losses recognized for Goodwill. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Revenue Recognition The Company recognizes revenue in accordance with ASU Under ASU 2014-9, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. Research Service Agreement between Golden Mountain Partners LLC (GMP) and Mateon Therapeutics Inc./Oncotelic Inc. (“Mateon Entities”). Oncotelic and GMP entered into a research and services agreement (the “Agreement”) on February 3, 2020 memorializing their collaborative efforts to develop and test COVID-19 antisense therapeutics. On March 18, 2020, the Company reported the positive anti-viral activity results of OT-101 in an in vitro antiviral testing performed by an independent laboratory to GMP. On March 23, 2020, the Company, Oncotelic and GMP entered into a supplement to the Agreement (the “Supplement”) to confirm the inclusion of OT-101 within the scope of the Agreement, pending positive confirmatory testing against COVID-19. In consideration for the financial support provided by GMP for the research, pursuant to the terms of the Agreement (as amended by the Supplement) GMP was entitled to obtain certain exclusive rights to the use of the Product in the COVID Field on a global basis, and an economic interest in the use of the Product in the COVID Field including 50/50 profit sharing. GMP paid the Company fees of $0.3 million during the three months ended March 31, 2020 and $0.9 million during the three months ended June 30, 2020 for the services rendered under the agreement and supplemental agreements. The Company also recorded approximately $40 thousand for reimbursement of actual costs incurred. Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. Prior Period Reclassifications Certain amounts in prior periods may have been reclassified to conform with current period presentation. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“ FASB ASU In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 became effective on January 1, 2018. The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company adopted ASU 2015-14 during the three months ended March 31, 2020 as till then, no revenue was earned by the Company. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 - ACQUISITIONS Merger Agreement with Oncotelic, Inc. Effective April 22, 2019, the Company completed the Merger pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, Oncotelic, Inc. merged with and into Merger Sub. Oncotelic, Inc. was the surviving corporation and, as a result of the Merger, became a wholly owned subsidiary of Mateon. On the effectiveness of the Merger it is reflected that: ● For all bookkeeping and accounting purposes, the closing of the Merger (the “ Closing ● For the purposes of calculating the number of shares of the Company’s Common Stock, $0.01 par value per share, to be issued in exchange for common equity units of Oncotelic, Inc. in connection with the Merger, the conversion ratio was to be 3.97335267 for Common Stock and 0.01877292 of newly designated Series A Preferred; ● 41,419,934 shares of Mateon Common Stock were issued and outstanding as of the date of the Merger; ● Oncotelic’s outstanding 10,318,746 shares of Common Stock, consisting of 7,866,335 outstanding shares of Common Stock, 3,102,411 converted options and 150,000 converted warrants, that were exchanged for an aggregate of (a) 41,000,033 shares of the Company’s Common Stock and (b) 193,713 shares of the Company’s newly designated Series A Preferred, par value $0.01 per share each of which are initially convertible into 1,000 shares of Common Stock upon (i) optional conversion by the holder at any time, or (ii) mandatory conversion upon the availability of a sufficient number of authorized but unissued Common Stock. Included in the shares issued to the former stockholders of Oncotelic are approximately 2.1 million shares of Common Stock and approximately 10,000 shares of the Series A Preferred which are to be issued subject to the holders’ waiver of dissenter’s rights; and ● Holders of the Company’s Common Stock at the close of business on the date prior to the effectiveness of the Merger were issued a Contingent Value Right (“ CVR Each CVR provides its holder the right to receive 75% of the net proceeds received from the full or partial sale, license, transfer or other disposition of the intellectual property rights and related assets of the Company’s product candidates OXi4503 and CA4P, in their form and for their contemplated uses at the time of Closing, that occurs under a definitive agreement executed prior to the fourth anniversary of the Merger (after the initial $500,000 of such net proceeds, which will be retained by the Company). The CVRs are not transferable, do not entitle the holder to any equity interest in the Company and do not have any voting or dividend rights. Immediately following the Merger, Mateon had 82,419,967 shares of Common Stock issued and outstanding and 193,713 shares of Series A Preferred which when converted at a 1:1,000 ratio will result in an additional 193,712,995 shares of Common Stock. The pre-Merger stockholders of Mateon retained an aggregate of 41,419,934 shares of Common Stock of Mateon, representing approximately 15% ownership of the post-Merger company. Therefore, upon consummation of the Merger, there was a change in control of Mateon, with the former owners of Oncotelic effectively acquiring control of Mateon. The Merger has been treated as a recapitalization and reverse acquisition for financial accounting purposes. As such, Oncotelic is considered the acquirer for financial accounting purposes, and the registrant’s historical financial statements of the Company before the Merger has been replaced with the historical financial statements of Oncotelic before the Merger in the financial statements and filings with the Securities and Exchange Commission. The Company obtained a 3 rd The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the transaction date: Cash $ 182,883 Prepaid expense 56,175 Accounts payable and other current liabilities assumed (1,391,302 ) Net liability acquired (1,152,244 ) Goodwill (a.) 4,879,999 Total purchase price (b.) $ 3,727,755 a. The primary items that generate goodwill include the value of the synergies between the acquired company and Oncotelic, Inc. and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. The Company has considered the valuation as a preliminary allocation of assets and liabilities and may adjust such estimates in the future, if deemed material. b. The total purchase price of $3,727,755 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock outstanding at the date of the Merger. Merger with PointR On August 17, 2019, the Company entered into the PointR Merger Agreement with PointR. Upon the terms of, and subject to the satisfaction of the conditions described in, the PointR Merger Agreement, PointR would be merged with and into the PointR Merger Sub, with PointR surviving the merger as a wholly-owned subsidiary of the Company. The merger is intended to create a publicly-traded AI driven immuno-oncology company with a robust pipeline of first in class TGF-β immunotherapies for late stage cancers such as gliomas, pancreatic cancer and melanoma. On November 1, 2019, the Company entered into the Amendment to the PointR Merger Agreement with PointR. The Amendment revised certain terms of the PointR Merger Agreement to provide that holders of PointR Common Stock would receive shares of the Company’s Series A Preferred in lieu of the Company’s Common Stock in connection with the merger. The Amendment revised the terms of the milestones for earn-out payment as well. On November 4, 2019, pursuant to the terms of the PointR Merger Agreement the Company completed the merger with PointR. On the effectiveness of the merger, the outstanding Common Stock of PointR immediately prior to the merger, including the conversion of a $200,000 note with accrued interest, excluding any shares of PointR held by stockholders exercising dissenters’ appraisal rights, was converted solely into the right to receive approximately 84,475 shares of the Company’s Series A Preferred. Immediately following the closing of the Merger, the former PointR security holders own approximately 23.29% of the Company’s issued and outstanding Common Stock (including any shares of Common Stock issuable upon the conversion of the Company’s Series A Preferred), and the Company’s stockholders prior to the Merger own approximately 76.71% of the Company’s issued and outstanding Common Stock (including any shares of Common Stock issuable upon conversion of the Company’s Series A Preferred). The Company obtained a preliminary 3 rd The purchase price of approximately $17.8 million, includes $15.2 million represents the consideration transferred from Mateon at the time of the merger transaction and $2.6 million of contingent consideration issuable upon PointR achieving certain milestones. Mateon issued 84,475 shares of preferred stock of the Company, related to the $15 million of consideration and including $0.2 million of short term debt repaid by Mateon inclusive of accrued interest thereon, and convertible at a rate of 1,000 shares of Common Stock per preferred stock, and was calculated based on the purchase prices divided by the price of the Common Stock of Mateon and does not include the $2.6 million of contingent consideration. The number of shares of Common Stock equivalents Mateon issued to PointR stockholders, for purposes of this Quarterly Report on Form 10-Q, is calculated pursuant to the terms of the Merger Agreement based on Mateon Common Stock outstanding as of November 4, 2019, as follows: $15,205,473 divided by $0.18 = 84,474,854 shares of Common Stock 84,474,854 shares of Common Stock divided by 1000 = 84,475 shares of preferred stock Combined ownership of Common Stock equivalents = 360,638,491 shares PointR’s ownership of combined Common Stock equivalents = 23.29% The application of the acquisition method of accounting is dependent upon certain valuations and other studies, which was completed in February 2020. The purchase price allocation was adopted and the final amounts allocated to assets acquired and liabilities assumed. The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the transaction date: Assets and Liabilities Acquired: Cash $ 6,403 Fixed Assets 56,792 Other assets assumed (excluding cash and fixed assets) 260,905 In-process research and development 1,377,200 Liabilities assumed (17,964 ) Net assets acquired 1,683,336 Goodwill (a) 16,182,456 Purchase price (b) $ 17,865,792 a. The primary items that generate goodwill include the value of the synergies between the acquired company and PointR and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. b. The total purchase price of $17,865,792 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the Merger and includes $2,625,000 of contingent consideration of shares issuable to PointR shareholders upon achievement of certain milestones. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 4 - INTANGIBLE ASSETS AND GOODWILL Mateon completed a Merger with Oncotelic (Note 3), which gave rise to Goodwill of $4,879,999. Further, we added goodwill of $16,182,456 upon the completion of the Merger with PointR (Note 3). In general, the goodwill is tested on an annual impairment date of December 31. However, since both mergers were completed in 2019 and both assets are currently being developed for various cancer and COVID-19 therapies, we do not believe the there are any factors or indications that the goodwill is impaired. Assignment and Assumption Agreement with Autotelic, Inc. In April 2018, Oncotelic entered into an Assignment and Assumption Agreement (the “ Assignment Agreement IP Intangible Asset Summary The following table summarizes the balances as of March 31, 2020 and December 31, 2019, of the intangible assets acquired, their useful life, and annual amortization: March 31, 2020 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 18.54 Intangible asset – Capitalization of license cost 190,989 18.54 1,010,180 Less Accumulated Amortization (98,449 ) Total $ 911,731 December 31, 2019 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 18.68 Intangible asset – Capitalization of license cost 190,989 18.68 1,010,180 Less Accumulated Amortization (85,608 ) Total $ 924,572 Amortization of identifiable intangible assets for the three months ended March 31, 2020 and 2019 was $12,841 and $12,841, respectively. The future yearly amortization expense over the next five years and thereafter are as follows: For the years ended December 31, 2020 $ 38,524 2021 51,365 2022 51,365 2023 51,365 2024 51,365 Thereafter 667,747 $ 911,731 In-Process Research & Development (IPR&D) Summary The following table summarizes the balances as of March 31, 2020 of the IPR&D assets acquired during the three months ended December 31, 2019. The Company will evaluate, on an annual basis, for any impairment and record an impairment if identified. No similar balances were present in 2019: March 31, 2020 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 1,377,200 4.75 1,377,200 Less Accumulated Amortization (68,860 ) Total $ 1,308,340 Amortization of identifiable intangible assets for the three months ended March 31, 2020 and 2019 was $68,860 and $0, respectively. The future yearly amortization expense over the next five years and thereafter are as follows: For the years ended December 31, 2020 $ 206,580 2021 275,440 2022 275,440 2023 275,440 2024 275,440 $ 1,308,340 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expense consists of the following amounts: December 31, 2020 December 31, 2019 Accounts payable $ 1,740,053 $ 1,793,033 Accrued expense 462,518 261,950 $ 2,202,571 $ 2,054,983 December 31, 2020 December 31, 2019 Accounts payable – related party $ 763,026 $ 601,682 |
Convertible Debentures and Note
Convertible Debentures and Notes | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debentures and Notes | NOTE 6 – CONVERTIBLE DEBENTURES AND NOTES As of March 31, 2020, convertible debentures and notes, net of debt discount, consist of the following amounts: March 31, 2020 10% Convertible note payable, due April 23, 2022 – Peak One $ 11,254 10% Convertible note payable, due June 12, 2022 – Peak One (30,542 ) 10% Convertible note payable, due April 23, 2022 - TFK 14,984 10% Convertible note payable, due April 23, 2022 – Related Party 16,019 10% Convertible note payable, due April 23, 2022 – Bridge Investor 3,468 10% Convertible note payable, due August 6, 2022 – Bridge Investor 158,200 $ 173,383 The gross principal balances on the convertible debentures listed above totaled $1,000,000 and included an initial debt discounts totaling $800,140, resulting from the recording of the original issue discount, the related financing costs, the beneficial conversion feature for the intrinsic value of the non-bifurcated conversion option and the restricted shares issued contemporaneously with the convertible notes. Total amortization expense related to these debt discounts was $359,971 and $0 for the three months ended March 31, 2020 and 2019, respectively. In addition, during the three months ended March 31, 2020, we recorded additional and accelerated amortization of debt discounts, which was created from the bifurcation of the conversion option related the host hybrid instruments, of $163,855 upon the partial conversion of debt by Peak One and TFK to shares of the Company’s common stock. The total unamortized debt discount at March 31, 2020, was approximately $573,000. All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. This gave rise to a derivative feature within the debt instrument. As of December 31, 2019, we had a derivative liability of approximately $541,000. The Company recorded additional derivative liability of approximately $870,000 during the three months ended March 31, 2020 since the conversion option attached to certain notes became convertible into a variable number of shares of our common stock. The Company also extinguished approximately $369,000 of derivative liability following the conversion of certain notes to the Company’s common stock in the three months ended March 31, 2020. Following the recognition as derivative liability of the embedded conversion options, the Company fully amortized the remaining unamortized beneficial conversion feature for approximately $232,000, recorded an initial $258,070 from the initial recognition of the debt discount following the bifurcation of the embedded conversion option. As of March 31, 2020, the Company had a derivative liability of approximately $1,778,000 and a change in fair value of approximately $736,000. Bridge Financing Peak One Financing On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement Buyer Peak One Convertible Note Shares Purchase and Sale Transaction The Convertible Note has a principal balance of $200,000, including a 10%$ OID of $20,000 and $5,000 in debt issuance costs, receiving net proceeds of $175,000, with a maturity date of April 23, 2022. Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. Amounts due under the Convertible Note may also be converted into shares (the “ Tranche #1 Conversion Shares Fixed Price The issuance of the Convertible Note resulted in a discount from the beneficial conversion feature totaling $84,570, including $52,285 related to the beneficial conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $32,285. Total amortization of these OID and debt issuance cost discounts totaled $25,193 for the year ended December 31, 2019. Total unamortized discount on this note was $84,377 as of December 31, 2019. On June 12, 2019, the Company entered into an amendment of the Purchase Agreement (“ Amendment #1 On June 12, 2019, the Buyer purchased Convertible Note Tranche #2 (“ Tranche #2 The issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $180,000, including $132,091 related to the conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $47,909. Total amortization of these OID and debt issuance cost discounts totaled $37,046 for the year ended December 31, 2019. Total unamortized discount on this note was $163,954 as of December 31, 2019. On November 5, 2019, the Company and Peak One amended the Convertible Note under Tranche #1 to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 8, 2020. This amendment put a temporary hold on Peak One to convert the debt under Tranche 1. This restriction did not apply if Peak One opted to convert the Convertible Note at $0.10. The Company compensated Peak One 300,000 shares of the Company’s Common Stock for delaying the conversion until January 18, 2020. Such shares were issued to Peak One on November 14, 2019. Non-cash compensation expense of $60,000 was recorded for such issuance. Peak One converted $150,000 of their total debt into 2,012,145 shares of Mateon during the three months ended March 31, 2020. TFK Financing On April 23, 2019, the Company, entered into a Convertible Note (the “ TFK Note TFK TFK Conversion Shares The issuance of the TFK Note resulted in a discount from the beneficial conversion feature totaling $84,570, including $52,285 related to the beneficial conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $32,285. Total amortization of these OID and debt issuance cost discounts totaled $25,193 for the year ended December 31, 2019. Total unamortized discount on this note was $84,377 as of December 31, 2019. On November 5, 2019, the Company and TFK amended the TFK Convertible Note to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 8, 2020. This restriction did not apply if TFK wished to convert the Convertible Note at $0.10 per share. The Company compensated TFK 300,000 shares of the Company’s Common Stock for delaying the conversion until January 8, 2020. Such shares were issued to TFK on November 14, 2019. Non-cash compensation expense of $60,000 was recorded for such issuance. TFK converted $133,430 of their total debt into 1,950,000 shares of Mateon during the three months ended March 31, 2020. Notes with Officer and Bridge Investor On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “ Bridge SPA On April 23, 2019, the Company entered into a convertible note with our Chief Executive Officer, Vuong Trieu, Ph. D. (the “ Trieu Note Trieu Conversion Shares Fixed Price th The issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $131,555 related to the conversion feature. Total amortization of the 10% OID discount totaled $34,029 for the year ended December 31, 2019. Total unamortized discount on this note was $113,970 as of December 31, 2019. On April 23, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #1 (“ Tranche #1 Bridge SPA Conversion Shares Fixed Price The issuance of the note resulted in a discount from the beneficial conversion feature totaling $28,445. Total amortization of the OID and discount totaled $7,358 for the year ended December 31, 2019. Total unamortized discount on this note was $24,643 as of December 31, 2019. On August 6, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (“ Tranche #2 th The issuance of the note resulted in a discount from the beneficial conversion feature totaling $175,000. Total amortization of the OID and discount totaled $26,825 for the year ended December 31, 2019. Total unamortized discount on this note was $173,175 as of December 31, 2019. All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% % of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. This gave rise to a derivative feature within the debt instrument. As of December 31, 2020, we had a derivative liability of $541,000. The Company evaluated the impact of the derivative for the debt converted during the three months ended March 31, 2020 and recorded a derivative liability of $1,778,272. This also required the company to fully amortize the beneficial conversion feature of $258,071, record a debt discount of $287,829 and a change in fair value of $736,297 to appropriately record the transactions. During the three months ended March 31, 2020, the Company’s CEO provided additional funding of $70,000 to the Company. Convertible Note with PointR Data, Inc. On July 22, 2019, the Company entered into a Note Purchase Agreement with PointR. Pursuant to the Note Purchase Agreement, the Company issued a Convertible Promissory Note to PointR. in the principal amount of $200,000. The Convertible Promissory Note bore interest at a rate of 8% per annum. Interest payments were due monthly on the 15th day of each calendar month (or the next business day thereafter), and were payable, at the option of the holder, either in cash or in shares of the Company’s Common Stock, valued at the closing price of the Common Stock on the principal market on which the Common Stock is either traded or quoted at such time. The Convertible Promissory Note was due and payable on demand by the holder (a) at any time after January 1, 2020 or (b) upon the occurrence of an Event of Default (as defined in the Convertible Note and the Note Purchase Agreement). All amounts outstanding under the Convertible Promissory Note would be automatically be converted into the Company’s securities issued in next equity financing raising gross proceeds of $10 million or more (a “Qualified Financing”) at the price per share paid by investors in the Qualified Financing. As the conversion feature is contingent upon a future event, the conversion feature will be evaluated under ASC 470-20 and ASC 815 when and if the Qualified Financing occurred. On November 4, 2019, the Convertible Note, with accrued interest of $4,603 thereon, was converted into Company’s Series A Preferred and is a part of the total consideration of 84,475 Series A Preferred issued to the PointR shareholders. Since the conversion occurred prior to the Qualified Financing, the Company did not have to evaluate the conversion feature under ASC 470-20 and ASC 815. Fall 2019 Debt Financing As of March 31, 2020, the amounts outstanding, net of discounts and inclusive of accrued interest thereon, on the Fall 2019 Debt Financing consisted of: March 31, 2020 5% Convertible note payable – Stephen Boesch 209,676 5% Convertible note payable – Vuong Trieu 209,504 5% Convertible note payable – Sanjay Jha (Through his family trust) 209,025 5% Convertible note payable – CEO, CTO & CFO 79,940 5% Convertible note payable – Bridge Investors 163,780 $ 871,925 On December 11, 2019, the Company closed its Fall 2019 Debt Financing raising an additional $500,000 for gross proceeds of $1.0 million. The Company entered into Note Purchase Agreements (the “ Note Purchase Agreements Fall 2019 Notes All the Fall 2019 Notes provide for interest at the rate of 5% per annum and are unsecured. All amounts outstanding under the Fall 2019 Notes become due and payable upon the approval of the holders of a majority of the principal amount of outstanding Fall 2019 Notes (the “ Majority Holders Maturity Date The Majority Holders have the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per share, or (b) into shares of EdgePoint’s, the Company’s to be newly formed subsidiary for AI/Blockchain in pharmaceutical manufacturing, Common Stock at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of EdgePoint and one million shares outstanding. The issuance of the Fall 2019 notes resulted in a discount from the beneficial conversion feature totaling $222,222 related to the conversion feature. Total amortization of the discount totaled $55,556 and $0 for the three months ended March 31, 2020 and 2019, respectively. Total unamortized discount on this note was $144,444 as of March 31, 2020. Further, the Company recorded interest expense of $12,500 on these Fall 2019 Notes for the three months ended March 31, 2020. The total amount outstanding under the Fall 2019 Notes, including accrued interest thereon, as of March 31, 2020 was $1,016,369 and at December 31, 2019 was $1,003,870. During the three months ended March 31, 2020, the Company’s CEO provided additional funding of $70,000 to the Company. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 - RELATED PARTY TRANSACTIONS Master Service Agreement with Autotelic Inc. In October 2015, Oncotelic entered into a Master Service Agreement (the “ MSA Expenses related to the MSA were $232,806 for the three months ended March 31, 2020 as compared to $339,294 for the same period of 2019 In January 2019, Oncotelic issued a total of 80,772 shares of Common Stock with a fair value of $4.00 per share to Autotelic, Inc. in lieu of cash for the settlement of outstanding accounts payable. License Fee with Autotelic In December 2015, Oncotelic paid Autotelic Inc. $395,150 for the right to license the use of Trabedersen (OT-101) for 5 years. On April 13, 2018, Oncotelic purchased the license for OT-101 from Autotelic Inc. for $819,191, which was recorded as an intangible asset. In addition, the remaining prepaid expense of $191,191 was converted into an intangible to be amortized at the same rate as the license. As such, Oncotelic recorded a charge of $12,841 for both the three months ended March 31, 2020 and 2019, respectively, as amortization of the intangibles acquired. Oncotelic had approximately $911,731 and $924,572 of unamortized intangibles as of March 31, 2020 and December 31, 2019, respectively. On December 31, 2018, Oncotelic issued Autotelic Inc. 204,798 shares of the Company’s Common Stock as consideration for the license. Note Payable – Related Party On April 23, 2019, the Company issued a convertible note to our Chief Executive Officer totaling $164,444, including OID of $16,444, receiving net proceeds of $148,000, which was used by the Company for working capital and general corporate purposes (See Note 6). In addition, the Company issued a $250,000 principal amount Fall 2019 Note to the Chief Executive Officer also offset certain amounts due to the Company’s Chief Executive Officer in the amount of $35,000 due to and was converted into debt. During the three months ended March 31, 2020, the Company’s CEO provided additional funding of $70,000 to the Company. Artius Consulting Agreement On March 9, 2020, the Company and Artius Bioconsulting, LLC (“Artius”), for which Mr. King is the Managing Member, entered into an amendment to the Consulting Agreement dated December 1, 2018, under which Artius agreed to serve as a consultant to the Company for services related to the Company’s business from time to time, effective December 1, 2019 (the “Effective Date”) (the “Artius Agreement”). In connection with the Artius Agreement, Mr. King also agreed to assist the Company with strategic advisory services with respect to transactional and operational contracts, budgetary input, among other matters in connection with the formation of a new business unit to develop AI and Blockchain Driven Vision Systems (“EdgePoint AI”), for which Mr. King is Chief Executive Officer. Under the terms of the Artius Agreement, the Company agreed to grant to Artius, subject to approval by the Company’s Board of Directors and pursuant to the Company’s 2017 Equity Incentive Plan, 148,837 restricted shares of the Company’s common stock, par value $.01 per share (“Common Stock”), in addition to a 30% pre-financing ownership stake in EdgePoint AI. The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company. Either the Company or Artius may terminate the Artius Agreement at any time, for any reason following the Effective Date. The Artius Agreement will automatically renew one year from the Effective Date, unless the Parties agree to terminate the Artius Agreement at that time. No expense was recorded during the three months ended March 31, 2020 related to this Agreement Agreement Effective May 5, 2020, the Company and Dr. Maida entered into an independent consulting agreement, commencing April 1, 2020 (the “Maida Agreement”), under which Dr. Maida will assist the Company in providing medical expertise and advice from time to time in the design, conduct and oversight of the Company’s existing and future clinical trials. Pursuant to the terms of the Maida Agreement, the Company will grant to Dr. Maida 400,000 restricted shares of the Company’s Common Stock corresponding to $80,000 at the stock value of $0.20 per share, to vest on May 5, 2021. The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company. Either the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice. No expense was recorded during the three months ended March 31, 2020 related to this Agreement |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8 - STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Equity Transactions During the Period Prior to the Merger Issuance of Common Stock In January 2019, Oncotelic issued 11,250 shares of Common Stock with a fair value of $4.00 per share to an employee in lieu of cash for compensation. In January 2019, Oncotelic issued a total of 80,772 shares of Common Stock with a fair value of $4.00 per share to Autotelic, Inc. in lieu of cash for the settlement of outstanding accounts payable and services received during the three months ended March 31, 2019. In January 2019, Oncotelic issued a total of 20,750 shares of Common Stock with a fair value of $4.00 per share to two separates investors for $83,000 in cash. In March 2019, Oncotelic issued 80,594 shares of Common Stock with a fair value of $4.00 per share to various employees in lieu of cash for accrued compensation. In April 2019, Oncotelic issued a total of 150,000 shares of common stock to two investors as a result of the conversion of warrants for $120 in cash. Equity Transactions During the Period Since the Merger Issuance of Preferred Stock In April 2019, pursuant to the Merger the Company issued 193,713 shares of Series A Preferred in exchange for 77,154 shares of Oncotelic Common Stock. Further, in November 2019 the Company issued 84,475 shares of Series A Preferred to PointR in exchange of 11,135,935 shares of PointR Common Stock upon the consummation of the PointR merger (See Note 3) Issuance of Common Stock during the three months ended March 31, 2020 In February 2020, the Company issued 500,000 shares of its common stock to Peak One in connection with the part conversion of one of their convertible notes payable. (See Note 6). In March 2020, the Company issued 750,000 shares of its Common Stock to TFK in connection with the part conversion of their convertible notes payable. (See Note 6). In March 2020, the Company issued 500,000 shares of its Common Stock to Peak One in connection with the part conversion of one of their convertible notes payable. (See Note 6) In March 2020, the Company issued 1,012,145 shares of its Common Stock to TFK in connection with the part conversion of their convertible notes payable. (See Note 6). In February 2020, the Company issued 1,200,000 shares of its Common Stock to Peak One in connection with the part conversion of one of their convertible notes payable. (See Note 6) Issuance of Common Stock in 2019 In April, 2019, pursuant to the Merger the Company issued 41,000,033 shares of Common Stock in exchange for 10,318,746 shares of Oncotelic Common Stock. (See Note 3) On April 23, 2019, the Company issued 700,000 restricted shares of its Common Stock with a fair value of $0.11 per share to two noteholders in connection with convertible notes payable. (See Note 6) On June 12, 2019, the Company issued 350,000 restricted shares of its Common Stock with a fair value of $0.18 per share in connection with a convertible note payable. (See Note 6) On November 18, 2019, the Company issued 300,000 restricted shares of its Common Stock to Peak One with a fair value of $0.20 to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 18, 2020. This restriction did not apply if Peak One wished to convert the Convertible Note at $0.10. The Company recorded a cost of $60,000 in lieu of such issuance. On November 18, 2019, the Company issued 300,000 restricted shares of its Common Stock to TFK with a fair value of $0.20 to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 8, 2020. This restriction did not apply if TFK wished to convert the Convertible Note at $0.10 per share. The Company recorded a cost of $60,000 in lieu of such issuance. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | NOTE 9 – STOCK-BASED COMPENSATION Options Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding options survived. The below information details the Company’s associated option activity pre and post merger. As of March 31, 2020, options to purchase Common Stock were outstanding under three stock option plans – the 2017 Equity Incentive Plan (the “ 2017 Plan 2015 Plan 2005 Plan Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at December 31, 2019 6,145,044 $ 0.75 Expired or canceled (9,760 ) 2.79 Outstanding at March 31, 2020 6,135,284 $ 0.75 The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at March 31, 2020: Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.22 2,524,513 8.23 $ 0.22 2,524,513 0.38 1,162,500 6.79 0.38 1,162,500 0.51 242,966 7.20 0.51 242,966 0.58 271,224 6.58 0.58 271,224 0.73 1,025,000 5.98 0.73 1,025,000 1.37 150,000 5.31 1.37 150,000 1.43 525,000 5.16 1.43 525,000 2.60 5,280 4.26 2.60 5,280 2.95 150,000 4.13 2.95 150,000 11.88 2,359 1.76 11.88 2,359 15.00 75,000 5.16 15.00 75,000 19.80 1,442 1.59 19.80 1,442 6,135,284 6.88 $ 0.74 6,135,284 The compensation expense attributed to the issuance of the options is recognized as they are vested. The employee stock option plan stock options are generally exercisable for ten years from the grant date and vest over various terms from the grant date to three years. The aggregate intrinsic value totaled $0 and was based on the Company’s closing stock price of $0.17 as of March 31, 2020, which would have been received by the option holders had all option holders exercised their options as of that date. As of March 31, 2020, there was no future compensation cost as all stock options vested prior to December 31, 2019 and the compensation was fully expensed prior to the Merger and no new options have been granted since then. In April 2019 and in conjunction with the close of the Merger, the Company recorded approximately $341,000 in compensation cost as a result of the acceleration of the vesting schedule of approximately 328,000 Oncotelic options. Pursuant to the Merger these options were converted into Common and Series A Preferred Shares in the Company. In August 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers, including Dr. Vuong Trieu, the Chief Executive Officer; Dr. Fatih Uckun, the Chief Medical Officer; Dr. Chulho Park, its Chief Technology Officer; and Mr. Amit Shah, the Chief Financial Officer. Details of the agreements and the incentive compensation is described in detail in Note 11 – Commitments & Contingencies under “Employment Agreements”. The incentive stock options or the restricted stock awards granted to the Company’s executive officers have not been granted as of the date of this filing. Warrants Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding warrants survived. The below information represents the Company’s associated warrant activity pre-merger and post-merger. In February 2020, the Company offered to cancel to all the prior warrants of the warrant holders from the 2018 debt financing and offered to reissue new warrants to such warrant holders. Out of all the warrant holders, holders of 13,750,000 warrants opted to participate in the reissuance. The issuance of warrants to purchase shares of the Company’s Common Stock including those attributed to debt issuances as of March 31, 2020 and December 31, 2019 are summarized as follows: Weighted- Average Shares Exercise Price Outstanding at December 31, 2019 19,515,787 $ 0.60 Issued during three months ended March 31, 2020 13,750,000 0.20 Expired or cancelled (18,028,287 ) 0.63 Outstanding at March 31, 2020 15,237,500 $ 0.20 Weighted- Average Shares Exercise Price Outstanding at December 31, 2018 24,380,893 $ 1.05 Expired or cancelled (4,865,106 ) 2.82 Outstanding at December 31, 2019 19,515,787 $ 0.60 The following table summarizes information about warrants outstanding and exercisable at March 31, 2020: Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 3 $ 0.20 1,487,500 0.20 13,750,000 3 0.20 13,750,000 15,237,500 3 $ 0.20 15,237,500 The expense attributed to the issuances of the warrants was recognized as they vested/earned. These warrants are exercisable for three to five years from the grant date. All the warrants are currently exercisable. There were no warrants issued during the year ended December 31, 2019. 13,750,000 warrants were issued during the three months ended March 31, 2020 and we recorded stock-based compensation of $2.1 million as the fair value of the warrants using a Black Scholes valuation model using the following input values. Expected Term 3 years Expected volatility 140.5 % Risk-free interest rates 1.40 % Dividend yields 0.00 % |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES The Company had net deferred tax assets of approximately $65.7 million and $65 million as of March 31, 2020 and December 31, 2019, respectively, which primarily relate to net operating loss carryforwards. The increase during the three months ended March 31, 2020 relates to the operations of the Company. We record a valuation allowance in the full amount of our net deferred tax assets since realization of such tax benefits has been determined by our management to be less likely than not. We have identified our federal and California state tax returns as “major” tax jurisdictions. Currently, the periods our income tax returns are subject to examination for these jurisdictions are 2015 through 2018, till such tile we file the 2019 tax return. We believe our income tax filing positions and deductions will be sustained on audit, and we do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no liabilities for uncertain income tax positions have been recorded. At March 31, 2020, we had available net operating loss carry forwards for federal income tax reporting purposes of approximately $250.4 million, including net operating losses of $2.4 million recorded for the three months ended March 31, 2020. At December 31, 2019, we had available net operating loss carry-forwards for federal income tax reporting purposes of approximately $248 million which are available to offset future taxable income. Portions of these carry-forwards will expire through 2038 if not otherwise utilized. We have not performed a formal analysis, but we believe our ability to use such net operating losses and tax credit carry-forwards is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue Code, which significantly impacts our ability to realize these deferred tax assets. As of the date of this filing, the Company has not filed its 2019 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – COMMITMENTS AND CONTINGENCIES Leases Currently, the Company is leasing the office located at 29397 Agoura Road, Suite 107, Agoura Hills, CA 91301 on a month-to-month basis until such time a new office is identified. Legal Claims From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. Employment Agreements On August 23, 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers, including Dr. Vuong Trieu, the Chief Executive Officer; Dr. Fatih Uckun, the Chief Medical Officer; Dr. Chulho Park, the Chief Technology Officer; and Mr. Amit Shah, the Chief Financial Officer. On November 18, 2019, upon review of said employment agreement with Dr. Uckun, it was observed that the agreement submitted for Dr. Uckun was the incorrect document. The Employment Agreements provide for annual base salaries for each year of the term, subject to review and adjustment by the Company’s Board or the Compensation Committee of the Board (the “ Compensation Committee The Employment Agreements provide for equity awards to each executive under the terms of the Company’s stock option plans. Each Employment Agreement provides that the executive will receive a restricted stock grant of the Company’s Common Stock. The Company will compensate Messrs. Trieu, Uckun, Park and Shah for the taxes actually incurred on grant of the restricted shares. The restricted stock will vest fully on the one-year anniversary of employment. As of December 31, 2019, the restricted shares have yet to be issued. The Employment Agreements also provide for grants of incentive stock options to purchase shares of the Company’s Common Stock under the Stock Plan. Such options shall vest and become exercisable after one year of employment. As of December 31, 2019, the Company these options have yet to be granted. Thereafter, each Employment Agreement contemplates that the executive will be eligible to receive a comparable annual grant of restricted shares or stock options as approved by the Board or Compensation Committee and which shall contain the customary terms and provisions of such grants generally to key executives under the Stock Plan. The initial restricted stock grants and stock option grants have been set for the executives as follows: Executive Title Restricted Stock Stock Options Vuong Trieu Chief Executive Officer 209,302 313,953 Fatih Uckun Chief Medical Officer 186,047 279,070 Chulho Park Chief Technology Officer 162,791 244,186 Amit Shah Chief Financial Officer 148,837 223,256 The incentive stock options or the restricted stock awards granted to the Company’s executive officers have not been issued as of the date of this filing. PointR Merger Consideration The total purchase price of $17,831,427 represented the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the Merger and includes $2,625,000 of contingent consideration of shares issuable to PointR shareholders upon achievement of certain milestones. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS COVID-19 Efforts Research Service Agreement between Golden Mountain Partners LLC (GMP) and Mateon Therapeutics Inc./Oncotelic Inc. (“Mateon Entities”). On March 23, 2020, Mateon, Oncotelic, Inc., and GMP entered into a supplement to the Agreement (the “ Supplement In April 2020, Mateon also filed the IND with the FDA to permit Mateon to commence clinical trials to evaluate if OT-101 is effective to treat COVID-19. The proposed randomized, double-blind, placebo-controlled Phase 2 study is intended to evaluate the safety and efficacy of OT-101 in adult patients hospitalized with positive SARS-CoV-2 and pneumonia in the US. Payment Protection Program On April 21, 2020, the Company, entered into a Paycheck Protection Program Promissory Note (the “ PPP Note PPP Loan Lender PPP CARES Act SBA All or a portion of the PPP Loan may be forgiven by the SBA and the Lender upon application by the Company not later than December 31, 2020 upon documentation of expenditures in accordance with the SBA requirements. Agreement with Autotelic BIO Oncotelic had entered into a license agreement in February 2018 (the “ ATB Agreement ATB in vivo Maida Consulting Agreement Effective May 5, 2020, the Company and Dr. Maida entered into an independent consulting agreement, commencing April 1, 2020 (the “Maida Agreement”), under which Dr. Maida will assist the Company in providing medical expertise and advice from time to time in the design, conduct and oversight of the Company’s existing and future clinical trials. Pursuant to the terms of the Maida Agreement, the Company will grant to Dr. Maida 400,000 restricted shares of the Company’s Common Stock corresponding to $80,000 at the stock value of $0.20 per share, to vest on May 5, 2021. The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company. Either the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice. Conversion of debt and issuance of Common Stock In June 2020, the Company issued 569,800 shares of its common stock to Peak One in connection with the conversion of $50,000 of one of their convertible notes payable. After such conversion and as of the date of this report, the balance due on their notes is $200,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expense during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. |
Cash | Cash As of March 31, 2020, and December 31, 2019, the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2020 and December 31, 2019. |
Investment in Equity Securities | Investment in Equity Securities Prior to the Merger, Oncotelic received Series E Preferred Shares of Adhera Therapeutics, Inc. (“ Adhera ASC ASC 321 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2020. The derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 6), consisted of conversion feature derivatives at March 31, 2020, are Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of March 31, 2020: Conversion Feature Balance at December 31, 2019 $ 540,517 New derivative liability 870,268 Reclassification to additional paid in capital from conversion of debt to common stock (368,811 ) Change in fair value 736,298 Balance at March 31, 2020 $ 1,778,272 As of March 31, 2020, and December 31, 2019, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of March 31, 2020: March 31, 2020 Key Assumptions for fair value of conversions Risk free interest 0.23% to 2.26 % Market price of share $ 0.17 Life of instrument in years 2.06 - 2.35 Volatility 150.65 % Dividend yield 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended March 31, 2020 and March 31, 2019, there were no transfers of financial assets or financial liabilities between the hierarchy levels. Below is the fair value measurements for the investments in equity securities that the Company held as of March 31, 2019: As of March 31, 2019 Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Investments in Equity Securities Adhera Therapeutics – Convertible Series E Preferred Shares $ - $ - $ - $ 1,769,300 $ 1,769,300 $ - $ - $ - $ 1,769,300 $ 1,769,300 Through September 30, 2019, the Company had opined that since the Adhera Convertible Series E Preferred shares contained “full-ratchet” anti-dilution provisions, if Adhera were to issue any new common shares or derivative securities convertible into shares of their common stock at a price that is lower than the conversion price for the Convertible Series E Preferred Stock (other than certain limited exempt issuances) then the conversion price for the Convertible Series E Preferred Stock would have automatically adjusted to the lower conversion price, as defined in the agreement with Adhera. The Adhera Convertible Series E Preferred shares are not publicly traded and there are no freely observable inputs from objective sources. During the fourth quarter of the year ended December 31, 2019, the Company evaluated the fair value of the investment based on a recent filing by Adhera, in which Adhera describes their current financial condition including the potential to file for bankruptcy, the Company believed that the long term investment in Adhera is impaired and therefore, determined to write off the entire investment. The change in the value of the investment, under level 3 of the Fair Value Measurement, is shown as under: Year Ended December 31, 2019 Opening Balance $ 1,769,300 Value introduced - Write off value of investment (1,769,300 ) Closing balance $ - |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: Three Months Ended March 31, 2020 2019 Convertible notes 12,084,300 - Stock options 6,135,284 - Warrants 15,237,500 - Potentially dilutive securities 33,457,084 - |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees and members of the Board of Directors (the “ Board Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three months ended March 31, 2020 and year ended December 31, 2019, there were no impairment losses recognized for long-lived assets. |
Intangible Assets | Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the three months ended March 31, 2020 and 2019, there were no impairment losses recognized for intangible assets. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. For the three months ended March 31, 2020 and 2019, there were no impairment losses recognized for Goodwill. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASU Under ASU 2014-9, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. |
Research Service Agreement | Research Service Agreement between Golden Mountain Partners LLC (GMP) and Mateon Therapeutics Inc./Oncotelic Inc. (“Mateon Entities”). Oncotelic and GMP entered into a research and services agreement (the “Agreement”) on February 3, 2020 memorializing their collaborative efforts to develop and test COVID-19 antisense therapeutics. On March 18, 2020, the Company reported the positive anti-viral activity results of OT-101 in an in vitro antiviral testing performed by an independent laboratory to GMP. On March 23, 2020, the Company, Oncotelic and GMP entered into a supplement to the Agreement (the “Supplement”) to confirm the inclusion of OT-101 within the scope of the Agreement, pending positive confirmatory testing against COVID-19. In consideration for the financial support provided by GMP for the research, pursuant to the terms of the Agreement (as amended by the Supplement) GMP was entitled to obtain certain exclusive rights to the use of the Product in the COVID Field on a global basis, and an economic interest in the use of the Product in the COVID Field including 50/50 profit sharing. GMP paid the Company fees of $0.3 million during the three months ended March 31, 2020 and $0.9 million during the three months ended June 30, 2020 for the services rendered under the agreement and supplemental agreements. The Company also recorded approximately $40 thousand for reimbursement of actual costs incurred. |
Research & Development Costs | Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. |
Prior Period Reclassifications | Prior Period Reclassifications Certain amounts in prior periods may have been reclassified to conform with current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“ FASB ASU In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 became effective on January 1, 2018. The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company adopted ASU 2015-14 during the three months ended March 31, 2020 as till then, no revenue was earned by the Company. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Changes in Fair Value of Derivative Liabilities | The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of March 31, 2020: Conversion Feature Balance at December 31, 2019 $ 540,517 New derivative liability 870,268 Reclassification to additional paid in capital from conversion of debt to common stock (368,811 ) Change in fair value 736,298 Balance at March 31, 2020 $ 1,778,272 |
Summary of Estimate Fair Value of Derivative Liabilities | The Company used the following assumptions to estimate fair value of the derivatives as of March 31, 2020: March 31, 2020 Key Assumptions for fair value of conversions Risk free interest 0.23% to 2.26 % Market price of share $ 0.17 Life of instrument in years 2.06 - 2.35 Volatility 150.65 % Dividend yield 0 % |
Schedule of Fair Value Measurements | Below is the fair value measurements for the investments in equity securities that the Company held as of March 31, 2019: As of March 31, 2019 Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Investments in Equity Securities Adhera Therapeutics – Convertible Series E Preferred Shares $ - $ - $ - $ 1,769,300 $ 1,769,300 $ - $ - $ - $ 1,769,300 $ 1,769,300 |
Schedule of Changes in Fair Value Measurements | The change in the value of the investment, under level 3 of the Fair Value Measurement, is shown as under: Year Ended December 31, 2019 Opening Balance $ 1,769,300 Value introduced - Write off value of investment (1,769,300 ) Closing balance $ - |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: Three Months Ended March 31, 2020 2019 Convertible notes 12,084,300 - Stock options 6,135,284 - Warrants 15,237,500 - Potentially dilutive securities 33,457,084 - |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Merger Agreement with Oncotelic, Inc [Member] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the transaction date: Cash $ 182,883 Prepaid expense 56,175 Accounts payable and other current liabilities assumed (1,391,302 ) Net liability acquired (1,152,244 ) Goodwill (a.) 4,879,999 Total purchase price (b.) $ 3,727,755 a. The primary items that generate goodwill include the value of the synergies between the acquired company and Oncotelic, Inc. and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. The Company has considered the valuation as a preliminary allocation of assets and liabilities and may adjust such estimates in the future, if deemed material. b. The total purchase price of $3,727,755 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock outstanding at the date of the Merger. |
PointR Merger Agreement [Member] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the transaction date: Assets and Liabilities Acquired: Cash $ 6,403 Fixed Assets 56,792 Other assets assumed (excluding cash and fixed assets) 260,905 In-process research and development 1,377,200 Liabilities assumed (17,964 ) Net assets acquired 1,683,336 Goodwill (a) 16,182,456 Purchase price (b) $ 17,865,792 a. The primary items that generate goodwill include the value of the synergies between the acquired company and PointR and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. b. The total purchase price of $17,865,792 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the Merger and includes $2,625,000 of contingent consideration of shares issuable to PointR shareholders upon achievement of certain milestones. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Intangible Assets | The following table summarizes the balances as of March 31, 2020 and December 31, 2019, of the intangible assets acquired, their useful life, and annual amortization: March 31, 2020 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 18.54 Intangible asset – Capitalization of license cost 190,989 18.54 1,010,180 Less Accumulated Amortization (98,449 ) Total $ 911,731 December 31, 2019 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 18.68 Intangible asset – Capitalization of license cost 190,989 18.68 1,010,180 Less Accumulated Amortization (85,608 ) Total $ 924,572 |
Schedule of Amortization of Expense for Intangible Assets | The future yearly amortization expense over the next five years and thereafter are as follows: For the years ended December 31, 2020 $ 38,524 2021 51,365 2022 51,365 2023 51,365 2024 51,365 Thereafter 667,747 $ 911,731 |
In Process Research and Development [Member] | |
Schedule of Intangible Assets | The following table summarizes the balances as of March 31, 2020 of the IPR&D assets acquired during the three months ended December 31, 2019. The Company will evaluate, on an annual basis, for any impairment and record an impairment if identified. No similar balances were present in 2019: March 31, 2020 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 1,377,200 4.75 1,377,200 Less Accumulated Amortization (68,860 ) Total $ 1,308,340 |
Schedule of Amortization of Expense for Intangible Assets | The future yearly amortization expense over the next five years and thereafter are as follows: For the years ended December 31, 2020 $ 206,580 2021 275,440 2022 275,440 2023 275,440 2024 275,440 $ 1,308,340 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expense consists of the following amounts: December 31, 2020 December 31, 2019 Accounts payable $ 1,740,053 $ 1,793,033 Accrued expense 462,518 261,950 $ 2,202,571 $ 2,054,983 December 31, 2020 December 31, 2019 Accounts payable – related party $ 763,026 $ 601,682 |
Convertible Debentures and No_2
Convertible Debentures and Notes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debentures | As of March 31, 2020, convertible debentures and notes, net of debt discount, consist of the following amounts: March 31, 2020 10% Convertible note payable, due April 23, 2022 – Peak One $ 11,254 10% Convertible note payable, due June 12, 2022 – Peak One (30,542 ) 10% Convertible note payable, due April 23, 2022 - TFK 14,984 10% Convertible note payable, due April 23, 2022 – Related Party 16,019 10% Convertible note payable, due April 23, 2022 – Bridge Investor 3,468 10% Convertible note payable, due August 6, 2022 – Bridge Investor 158,200 $ 173,383 |
Schedule of Accrued Interest | As of March 31, 2020, the amounts outstanding, net of discounts and inclusive of accrued interest thereon, on the Fall 2019 Debt Financing consisted of: March 31, 2020 5% Convertible note payable – Stephen Boesch 209,676 5% Convertible note payable – Vuong Trieu 209,504 5% Convertible note payable – Sanjay Jha (Through his family trust) 209,025 5% Convertible note payable – CEO, CTO & CFO 79,940 5% Convertible note payable – Bridge Investors 163,780 $ 871,925 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Schedule of Compensation Based Stock Option Activity | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at December 31, 2019 6,145,044 $ 0.75 Expired or canceled (9,760 ) 2.79 Outstanding at March 31, 2020 6,135,284 $ 0.75 |
Schedule of Options to Purchase Shares of Common Stock Outstanding and Exercisable | The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at March 31, 2020: Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.22 2,524,513 8.23 $ 0.22 2,524,513 0.38 1,162,500 6.79 0.38 1,162,500 0.51 242,966 7.20 0.51 242,966 0.58 271,224 6.58 0.58 271,224 0.73 1,025,000 5.98 0.73 1,025,000 1.37 150,000 5.31 1.37 150,000 1.43 525,000 5.16 1.43 525,000 2.60 5,280 4.26 2.60 5,280 2.95 150,000 4.13 2.95 150,000 11.88 2,359 1.76 11.88 2,359 15.00 75,000 5.16 15.00 75,000 19.80 1,442 1.59 19.80 1,442 6,135,284 6.88 $ 0.74 6,135,284 |
Schedule of Warrants Activity | The issuance of warrants to purchase shares of the Company’s Common Stock including those attributed to debt issuances as of March 31, 2020 and December 31, 2019 are summarized as follows: Weighted- Average Shares Exercise Price Outstanding at December 31, 2019 19,515,787 $ 0.60 Issued during three months ended March 31, 2020 13,750,000 0.20 Expired or cancelled (18,028,287 ) 0.63 Outstanding at March 31, 2020 15,237,500 $ 0.20 Weighted- Average Shares Exercise Price Outstanding at December 31, 2018 24,380,893 $ 1.05 Expired or cancelled (4,865,106 ) 2.82 Outstanding at December 31, 2019 19,515,787 $ 0.60 |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes information about warrants outstanding and exercisable at March 31, 2020: Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 3 $ 0.20 1,487,500 0.20 13,750,000 3 0.20 13,750,000 15,237,500 3 $ 0.20 15,237,500 |
Schedule of Black Scholes Valuation Allowance Model of Warrants | Expected Term 3 years Expected volatility 140.5 % Risk-free interest rates 1.40 % Dividend yields 0.00 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Restricted Stock Grants and Stock Option Grants | The initial restricted stock grants and stock option grants have been set for the executives as follows: Executive Title Restricted Stock Stock Options Vuong Trieu Chief Executive Officer 209,302 313,953 Fatih Uckun Chief Medical Officer 186,047 279,070 Chulho Park Chief Technology Officer 162,791 244,186 Amit Shah Chief Financial Officer 148,837 223,256 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) - USD ($) | Dec. 31, 2019 | Nov. 23, 2019 | Nov. 04, 2019 | Aug. 30, 2019 | Jul. 31, 2019 | Jul. 22, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Apr. 23, 2019 | Apr. 22, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Apr. 17, 2019 |
Conversion value | $ 238,090 | ||||||||||||
Net losses | $ (4,657,894) | $ (976,063) | |||||||||||
Working capital | (8,200,000) | ||||||||||||
Contingent liability | 2,600,000 | ||||||||||||
Original issue discount | $ 173,175 | 573,000 | |||||||||||
Convertible debt | 1,000,000 | ||||||||||||
Convertible Debt [Member] | PointR Data, Inc [Member] | |||||||||||||
Principal amount | $ 200,000 | $ 200,000 | |||||||||||
Net proceeds from convertible debt | $ 10,000,000 | ||||||||||||
Interest rate | 8.00% | 8.00% | |||||||||||
Maturity date | Jan. 1, 2020 | ||||||||||||
Convertible Note One [Member] | |||||||||||||
Principal amount | $ 200,000 | ||||||||||||
Original issue discount | 20,000 | ||||||||||||
Deferred financing costs | 5,000 | ||||||||||||
Convertible Note Two [Member] | |||||||||||||
Principal amount | 200,000 | ||||||||||||
Original issue discount | 20,000 | ||||||||||||
Deferred financing costs | 5,000 | ||||||||||||
Two Convertible Note [Member] | |||||||||||||
Net proceeds from convertible debt | 350,000 | ||||||||||||
Shareholders [Member] | |||||||||||||
Equity ownership percentage | 15.00% | ||||||||||||
Bridge Investor [Member] | Second Traunche [Member] | |||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||
Principal amount | 35,556 | ||||||||||||
Original issue discount | 3,556 | ||||||||||||
Net proceeds from convertible debt | 32,000 | ||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Second Traunche [Member] | |||||||||||||
Principal amount | 200,000 | ||||||||||||
Original issue discount | 20,000 | ||||||||||||
Deferred financing costs | 5,000 | ||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Maximum [Member] | Second Traunche [Member] | |||||||||||||
Remaining available amount | $ 400,000 | ||||||||||||
Chief Executive Officer [Member] | Convertible Debt [Member] | |||||||||||||
Principal amount | 164,444 | ||||||||||||
Original issue discount | 16,444 | ||||||||||||
Net proceeds from convertible debt | 148,000 | ||||||||||||
Third Party [Member] | Convertible Debt [Member] | |||||||||||||
Debt payment, description | The convertible note bore an interest rate of 8% per annum due on 15th of each month and is payable, at the option of the holder, either in cash or in shares of the Company's Common Stock. | ||||||||||||
Maturity date | Jan. 1, 2020 | ||||||||||||
Additional Investors with Dr. Sanjay Jha [Member] | |||||||||||||
Notes issued | $ 250,000 | ||||||||||||
Two Unaffiliated Accredited Investors [Member] | |||||||||||||
Notes issued | 168,000 | ||||||||||||
Vuong Trieu, CEO [Member] | |||||||||||||
Funded amount | 70,000 | ||||||||||||
Oncotelic [Member] | Shareholders [Member] | |||||||||||||
Equity ownership percentage | 85.00% | ||||||||||||
Common Stock [Member] | |||||||||||||
Conversion of shares | 80,772 | ||||||||||||
Conversion value | $ 808 | ||||||||||||
Net losses | |||||||||||||
Merger Agreement [Member] | |||||||||||||
Conversion of shares | 10,318,746 | ||||||||||||
Merger Agreement [Member] | PointR Data, Inc [Member] | |||||||||||||
Contingent liability | $ 2,625,000 | ||||||||||||
Merger Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||
Conversion of shares | 0.01877292 | ||||||||||||
Merger Agreement [Member] | Common Stock [Member] | |||||||||||||
Conversion of shares | 193,712,995 | 3.97335267 | |||||||||||
Conversion of shares, par value | $ 0.01 | ||||||||||||
PointR Merger Agreement [Member] | |||||||||||||
Conversion of shares | 84,475 | ||||||||||||
Conversion value | $ 200,000 | ||||||||||||
PointR Merger Agreement [Member] | Stockholders [Member] | |||||||||||||
Equity ownership percentage | 23.29% | ||||||||||||
PointR Merger Agreement [Member] | Securities Holder [Member] | |||||||||||||
Equity ownership percentage | 76.71% | ||||||||||||
Since Inception Date [Member] | |||||||||||||
Net losses | 16,800,000 | ||||||||||||
Assumed working capital | $ (1,300,000) | ||||||||||||
Securities Purchase Agreement [Member] | Second Traunche [Member] | |||||||||||||
Net proceeds from convertible debt | $ 179,000 | ||||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Second Tranche [Member] | |||||||||||||
Principal amount | 200,000 | ||||||||||||
Original issue discount | 20,000 | ||||||||||||
Deferred financing costs | $ 1,000 | ||||||||||||
Securities Purchase Agreement [Member] | Ttwo Institutional Investors [Member] | |||||||||||||
Principal amount | 400,000 | ||||||||||||
Securities Purchase Agreement [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||||||
Principal amount | $ 400,000 | $ 400,000 | |||||||||||
Fall 2019 Debt Financing [Member] | |||||||||||||
Principal amount | 500,000 | ||||||||||||
Net proceeds from convertible debt | $ 1,000,000 | ||||||||||||
Fall 2019 Debt Financing [Member] | Dr. Vuong Trieu [Member] | |||||||||||||
Convertible debt | 35,000 | ||||||||||||
Fall 2019 Debt Financing [Member] | Chulho Park [Member] | |||||||||||||
Convertible debt | 27,000 | ||||||||||||
Fall 2019 Debt Financing [Member] | Amit Shahwas [Member] | |||||||||||||
Convertible debt | 20,000 | ||||||||||||
Note Purchase Agreement [Member] | Dr. Vuong Trieu [Member] | |||||||||||||
Principal amount | 250,000 | ||||||||||||
Net proceeds from convertible debt | 500,000 | ||||||||||||
Note Purchase Agreement [Member] | Stephen Boesch [Member] | |||||||||||||
Principal amount | 250,000 | ||||||||||||
Net proceeds from convertible debt | $ 500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash equivalents | ||||
Impairment losses on long-lived assets | ||||
Impairment losses on intangible assets | ||||
Impairment losses on goodwill | ||||
Reimbursement of actual costs | 40,000 | |||
Research Service Agreement [Member] | Subsequent Event [Member] | ||||
Service fees | $ 900,000 | |||
Golden Mountain Partners LLC [Member] | Research Service Agreement [Member] | ||||
Service fees | $ 300,000 | |||
Golden Mountain Partners LLC [Member] | Research Service Agreement [Member] | Subsequent Event [Member] | ||||
Service fees | $ 900,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Fair Value of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 540,517 | |
New derivative liability | 870,268 | |
Reclassifications to additional paid in capital from conversion of debt to common stock | (368,811) | |
Change in fair value | 736,298 | |
Closing balance | $ 1,778,272 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimate Fair Value of Derivative Liabilities (Details) | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Market price per share | $ 0.17 |
Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative Liability, Measurement Input | 0.23 |
Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative Liability, Measurement Input | 2.26 |
Life of Instrument in Years [Member] | Minimum [Member] | |
Derivative Liability, Measurement Input Term | 2 years 22 days |
Life of Instrument in Years [Member] | Maximum [Member] | |
Derivative Liability, Measurement Input Term | 2 years 4 months 6 days |
Volatility [Member] | |
Derivative Liability, Measurement Input | 150.65 |
Dividend Yield [Member] | |
Derivative Liability, Measurement Input | 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements (Details) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Investments in equity securities, carrying value | |||
Investments in equity securities | 1,769,300 | ||
Convertible Series E Preferred Shares [Member] | Adhera Therapeutics [Member] | |||
Investments in equity securities, carrying value | |||
Investments in equity securities | 1,769,300 | ||
Level 1 [Member] | |||
Investments in equity securities | |||
Level 1 [Member] | Convertible Series E Preferred Shares [Member] | Adhera Therapeutics [Member] | |||
Investments in equity securities | |||
Level 2 [Member] | |||
Investments in equity securities | |||
Level 2 [Member] | Convertible Series E Preferred Shares [Member] | Adhera Therapeutics [Member] | |||
Investments in equity securities | |||
Level 3 [Member] | |||
Investments in equity securities | 1,769,300 | $ 1,769,300 | |
Level 3 [Member] | Convertible Series E Preferred Shares [Member] | Adhera Therapeutics [Member] | |||
Investments in equity securities | $ 1,769,300 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Changes in Fair Value Measurements (Details) - Level 3 [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Opening Balance | $ 1,769,300 |
Value introduced | |
Write off value of investment | (1,769,300) |
Closing balance |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Potentially dilutive securities | 33,457,084 | |
Convertible Notes [Member] | ||
Potentially dilutive securities | 12,084,300 | |
Stock Options [Member] | ||
Potentially dilutive securities | 6,135,284 | |
Warrants [Member] | ||
Potentially dilutive securities | 15,237,500 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Nov. 04, 2019 | Apr. 30, 2019 | Apr. 23, 2019 | Apr. 22, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Apr. 21, 2019 | |
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||
Common stock, shares issued | 88,032,112 | 84,069,967 | ||||||||
Common stock, shares outstanding | 88,032,112 | 84,069,967 | ||||||||
Shareholders [Member] | ||||||||||
Common stock, shares outstanding | 41,419,934 | |||||||||
Equity ownership percentage | 15.00% | |||||||||
Stock price | $ 0.09 | |||||||||
Common Stock [Member] | ||||||||||
Conversion of shares | 80,772 | |||||||||
Shares issued during the period | 20,750 | |||||||||
Merger Agreement [Member] | ||||||||||
Conversion of shares | 10,318,746 | |||||||||
Common stock, shares issued | 82,419,967 | 41,419,934 | ||||||||
Common stock, shares outstanding | 82,419,967 | 41,419,934 | ||||||||
Merger Agreement [Member] | PointR [Member] | ||||||||||
Stock price | $ 0.18 | |||||||||
Conversion of stock, value | $ 200,000 | |||||||||
Conversion of stock, shares | 84,475 | |||||||||
Purchase price | [1] | $ 17,865,792 | ||||||||
Consideration transferred | 15,200,000 | |||||||||
Contingent consideration | $ 2,600,000 | |||||||||
Number of preferred stock for acquisitions | 84,475 | |||||||||
Number of preferred stock for acquisitions, value | $ 15,000,000 | |||||||||
Repayment of short term debt | 200,000 | |||||||||
Merger Agreement [Member] | Shareholders [Member] | PointR [Member] | ||||||||||
Purchase price | 17,865,792 | |||||||||
Contingent consideration | $ 2,625,000 | |||||||||
Merger Agreement [Member] | Security Holders [Member] | PointR [Member] | ||||||||||
Equity ownership percentage | 23.29% | |||||||||
Merger Agreement [Member] | Stockholders [Member] | PointR [Member] | ||||||||||
Equity ownership percentage | 76.71% | |||||||||
Merger Agreement [Member] | Contingent Value Right [Member] | ||||||||||
Percentage of net proceeds from merger | 75.00% | |||||||||
Net proceeds from merger | $ 500,000 | |||||||||
Merger Agreement [Member] | Oncotelic [Member] | ||||||||||
Conversion of shares | 41,000,033 | 41,000,033 | ||||||||
Common stock, shares outstanding | 10,318,746 | |||||||||
Merger Agreement [Member] | Oncotelic [Member] | Former Shareholders [Member] | ||||||||||
Shares to be issued during period preferred stock | 10,000 | |||||||||
Merger Agreement [Member] | Oncotelic [Member] | Converted Options [Member] | ||||||||||
Conversion of shares | 3,102,411 | |||||||||
Merger Agreement [Member] | Oncotelic [Member] | Converted Warrants [Member] | ||||||||||
Conversion of shares | 150,000 | |||||||||
Merger Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||
Conversion of shares | 0.01877292 | |||||||||
Merger Agreement [Member] | Series A Preferred Stock [Member] | Oncotelic [Member] | ||||||||||
Conversion of shares | 193,713 | |||||||||
Shares issued during the period | 77,154 | |||||||||
Merger Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Conversion of shares | 0.01877292 | |||||||||
Merger Agreement [Member] | Series A Convertible Preferred Stock [Member] | Oncotelic [Member] | ||||||||||
Conversion of shares | 193,713 | 193,713 | ||||||||
Stock issued preferred stock conversion basis | preferred stock which converted at a 1:1,000 ratio | |||||||||
Merger Agreement [Member] | Common Stock [Member] | ||||||||||
Common stock, par value | $ 0.01 | |||||||||
Conversion of shares | 193,712,995 | 3.97335267 | ||||||||
Conversion of shares, par value | $ 0.01 | |||||||||
Merger Agreement [Member] | Common Stock [Member] | PointR [Member] | ||||||||||
Equity ownership percentage | 23.29% | |||||||||
Stock price | $ 0.18 | |||||||||
Conversion of stock, shares | 1,000 | |||||||||
Number of preferred stock for acquisitions | 84,474,854 | |||||||||
Number of preferred stock for acquisitions, value | $ 15,205,473 | |||||||||
Common stock equivalents | $ 360,638,491 | |||||||||
Merger Agreement [Member] | Common Stock [Member] | Oncotelic [Member] | ||||||||||
Conversion of shares | 1,000 | |||||||||
Common stock, shares outstanding | 7,866,335 | |||||||||
Merger Agreement [Member] | Common Stock [Member] | Oncotelic [Member] | Former Shareholders [Member] | ||||||||||
Shares issued during the period | 2,100,000 | |||||||||
Merger Agreement [Member] | Preferred Stock [Member] | PointR [Member] | ||||||||||
Conversion of stock, shares | 1,000 | |||||||||
Number of preferred stock for acquisitions | 84,475 | |||||||||
[1] | The total purchase price of $17,865,792 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the Merger and includes $2,625,000 of contingent consideration of shares issuable to PointR shareholders upon achievement of certain milestones. |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 04, 2019 | Apr. 22, 2019 | |
Goodwill | $ 21,062,455 | $ 21,062,455 | |||
Merger Agreement [Member] | Oncotelic, Inc. [Member] | |||||
Cash | $ 182,883 | ||||
Prepaid expense | 56,175 | ||||
Accounts payable and other current liabilities assumed | (1,391,302) | ||||
Net assets/ liability acquired | (1,152,244) | ||||
Goodwill | [1] | 4,879,999 | |||
Total purchase price | [2] | $ 3,727,755 | |||
Merger Agreement [Member] | PointR [Member] | |||||
Cash | $ 6,403 | ||||
Fixed Assets | 56,792 | ||||
Other assets assumed (excluding cash and fixed assets) | 260,905 | ||||
In-process research and development | 1,377,200 | ||||
Liabilities assumed | (17,964) | ||||
Net assets/ liability acquired | 1,683,336 | ||||
Goodwill | [3] | 16,182,456 | |||
Total purchase price | [4] | $ 17,865,792 | |||
[1] | The primary items that generate goodwill include the value of the synergies between the acquired company and Oncotelic, Inc. and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. The Company has considered the valuation as a preliminary allocation of assets and liabilities and may adjust such estimates in the future, if deemed material. | ||||
[2] | The total purchase price of $3,727,755 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock outstanding at the date of the Merger. | ||||
[3] | The primary items that generate goodwill include the value of the synergies between the acquired company and PointR and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. | ||||
[4] | The total purchase price of $17,865,792 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the Merger and includes $2,625,000 of contingent consideration of shares issuable to PointR shareholders upon achievement of certain milestones. |
Acquisitions - Schedule of Fa_2
Acquisitions - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - Merger Agreement [Member] - USD ($) | Apr. 22, 2020 | Nov. 04, 2019 | Apr. 22, 2019 | |
Oncotelic, Inc. [Member] | ||||
Consideration transferred | $ 3,727,755 | |||
Purchase price | [1] | $ 3,727,755 | ||
PointR [Member] | ||||
Consideration transferred | $ 15,200,000 | |||
Purchase price | [2] | 17,865,792 | ||
Contingent consideration | 2,600,000 | |||
PointR [Member] | Shareholders [Member] | ||||
Purchase price | 17,865,792 | |||
Contingent consideration | $ 2,625,000 | |||
[1] | The total purchase price of $3,727,755 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock outstanding at the date of the Merger. | |||
[2] | The total purchase price of $17,865,792 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the Merger and includes $2,625,000 of contingent consideration of shares issuable to PointR shareholders upon achievement of certain milestones. |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | Nov. 04, 2019 | Apr. 30, 2018 | Apr. 30, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Apr. 22, 2019 | |
Goodwill | $ 21,062,455 | $ 21,062,455 | ||||||
Amortization of identifiable intangible assets | 81,701 | $ 12,841 | ||||||
Accumulated Amortization | 98,449 | 85,608 | ||||||
In Process Research and Development [Member] | ||||||||
Accumulated Amortization | $ 68,860 | $ 0 | ||||||
Merger Agreement [Member] | PointR [Member] | ||||||||
Goodwill | [1] | $ 16,182,456 | ||||||
Shares issued during the period for acquisition, shares | 84,475 | |||||||
Shares issued during the period for acquisition | $ 15,000,000 | |||||||
Merger Agreement [Member] | Oncotelic [Member] | ||||||||
Goodwill | $ 4,879,999 | |||||||
Assignment and Assumption Agreement [Member] | Oncotelic [Member] | ||||||||
Previously billed charges wrote off | $ 458,000 | |||||||
Assignment and Assumption Agreement [Member] | Autotelic Inc., [Member] | ||||||||
Shares issued during the period for acquisition, shares | 204,798 | |||||||
Shares issued during the period for acquisition | $ 819,191 | |||||||
[1] | The primary items that generate goodwill include the value of the synergies between the acquired company and PointR and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Intangible asset, gross | $ 1,010,180 | $ 1,010,180 |
Less Accumulated Amortization | (98,449) | (85,608) |
Intangible asset, net | 911,731 | 924,572 |
Intellectual Property [Member] | ||
Intangible asset, gross | $ 819,191 | $ 819,191 |
Remaining estimated useful life (years) | 18 years 6 months 14 days | 18 years 8 months 5 days |
Capitalization of License Cost [Member] | ||
Intangible asset, gross | $ 190,989 | $ 190,989 |
Remaining estimated useful life (years) | 18 years 6 months 14 days | 18 years 8 months 5 days |
Intellectual Property [Member] | ||
Intangible asset, gross | $ 1,377,200 | |
Remaining estimated useful life (years) | 4 years 9 months | |
In Process Research and Development [Member] | ||
Intangible asset, gross | $ 1,377,200 | |
Less Accumulated Amortization | (68,860) | $ 0 |
Intangible asset, net | $ 1,308,340 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Amortization of Expense for Intangible Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
2020 | $ 38,524 | |
2021 | 51,365 | |
2022 | 51,365 | |
2023 | 51,365 | |
2024 | 51,365 | |
Thereafter | 667,747 | |
Intangible asset, net | 911,731 | $ 924,572 |
In Process Research and Development [Member] | ||
2020 | 206,580 | |
2021 | 275,440 | |
2022 | 275,440 | |
2023 | 275,440 | |
2024 | 275,440 | |
Intangible asset, net | $ 1,308,340 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,740,053 | $ 1,793,033 |
Accrued expense | 462,518 | 261,950 |
Accounts payable and accrued liabilities | 2,202,571 | 2,054,983 |
Accounts payable - related party | $ 763,026 | $ 601,682 |
Convertible Debentures and No_3
Convertible Debentures and Notes (Details Narrative) - USD ($) | Dec. 11, 2019 | Nov. 23, 2019 | Nov. 05, 2019 | Nov. 04, 2019 | Aug. 06, 2019 | Jul. 22, 2019 | Jun. 12, 2019 | Apr. 30, 2019 | Apr. 23, 2019 | Apr. 17, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Nov. 23, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Jul. 31, 2019 |
Debt Instrument [Line Items] | |||||||||||||||||
Convertible notes gross | $ 1,000,000 | ||||||||||||||||
Initial debt discount | 800,140 | ||||||||||||||||
Amortization expense related to debt discount | 359,971 | $ 0 | |||||||||||||||
Total unamortized debt discount | 573,000 | $ 173,175 | |||||||||||||||
Derivative liability | 1,778,272 | 540,517 | |||||||||||||||
Chance in fair value of derivative liability | (736,298) | ||||||||||||||||
Amortization of OID and debt issuance costs | 1,148,305 | ||||||||||||||||
Non-cash compensation expense | 2,147,591 | 268,259 | |||||||||||||||
Accrued interest | 1,016,369 | 1,003,870 | |||||||||||||||
Convertible note payable | $ 871,925 | 800,000 | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative liability | $ 541,000 | ||||||||||||||||
Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Conversion of debt, shares | 2,012,145 | ||||||||||||||||
Conversion of debt, amount | $ 150,000 | ||||||||||||||||
Peak One Opportunity Fund, L.P [Member] | Subsequent Event [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Conversion of debt, shares | 569,800 | ||||||||||||||||
Conversion of debt, amount | $ 50,000 | ||||||||||||||||
Convertible note payable | $ 200,000 | ||||||||||||||||
TFK Investments, LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Conversion of debt, shares | 1,950,000 | ||||||||||||||||
Conversion of debt, amount | $ 133,430 | ||||||||||||||||
Series A Preferred Stock [Member] | PointR Shareholders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Accrued interest | $ 4,603 | ||||||||||||||||
Shares conversion | 84,475 | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total unamortized debt discount | 84,377 | ||||||||||||||||
Beneficial conversion feature, total | $ 84,570 | ||||||||||||||||
Principal amount | 200,000 | ||||||||||||||||
Aggregate purchase price | $ 400,000 | ||||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Original issue discount | $ 20,000 | ||||||||||||||||
Deferred financing costs | 5,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||
Conversion of shares, par value | $ 0.10 | ||||||||||||||||
Percentage of conversion price, description | (i) a conversion price, during the first 180 days, of $0.10 per share (the "Fixed Price"), and then (2) at the lower of the Fixed Price or 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company has agreed, to at all times, reserve and keep available out of its authorized common stock a number of shares equal to at least two times the full number of the Tranche #1 Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||
Beneficial conversion feature, excluding discount | $ 52,285 | ||||||||||||||||
Number of restricted stock issued, value | 32,285 | ||||||||||||||||
Amortization of OID and debt issuance costs | 25,193 | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 400,000 | ||||||||||||||||
Percentage of charge on penalty | 40.00% | ||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of charge on penalty | 18.00% | ||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Convertible Debt [Member] | TFK Investments, LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total unamortized debt discount | 84,377 | ||||||||||||||||
Beneficial conversion feature, total | $ 84,570 | ||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||
Maturity date | Jan. 8, 2020 | Apr. 23, 2022 | |||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Original issue discount | $ 20,000 | ||||||||||||||||
Deferred financing costs | 5,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||
Conversion of shares, par value | $ 0.10 | ||||||||||||||||
Percentage of conversion price, description | (i) a conversion price, during the first 180 days, of $0.10 per share (the "Fixed Price"), and then (2) at the lower of the Fixed Price or 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company has agreed to at all times reserve and keep available out of its authorized common stock a number of shares equal to at least two times the full number of the TFK Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||
Beneficial conversion feature, excluding discount | $ 52,285 | ||||||||||||||||
Number of restricted stock issued, value | $ 32,285 | ||||||||||||||||
Amortization of OID and debt issuance costs | 25,193 | ||||||||||||||||
Conversion of debt, shares | 300,000 | ||||||||||||||||
Common stock percentage | 65.00% | ||||||||||||||||
Conversion price per share | $ 0.10 | ||||||||||||||||
Non-cash compensation expense | $ 60,000 | ||||||||||||||||
Convertible Debt [Member] | TFK Investments, LLC [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of charge on penalty | 40.00% | ||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Convertible Debt [Member] | TFK Investments, LLC [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of charge on penalty | 18.00% | ||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Convertible Debt [Member] | PointR Data, Inc [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 200,000 | $ 200,000 | |||||||||||||||
Maturity date | Jan. 1, 2020 | ||||||||||||||||
Net proceeds from convertible debt | $ 10,000,000 | ||||||||||||||||
Debt interest rate | 8.00% | 8.00% | |||||||||||||||
Debt instrument, payment terms | Interest payments were due monthly on the 15th day of each calendar month (or the next business day thereafter), and were payable, at the option of the holder, either in cash or in shares of the Company's Common Stock, valued at the closing price of the Common Stock on the principal market on which the Common Stock is either traded or quoted at such time. The Convertible Promissory Note was due and payable on demand by the holder (a) at any time after January 1, 2020 or (b) upon the occurrence of an Event of Default (as defined in the Convertible Note and the Note Purchase Agreement). | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total unamortized debt discount | $ 3,556 | ||||||||||||||||
Principal amount | 35,556 | ||||||||||||||||
Net proceeds from convertible debt | 32,000 | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 400,000 | $ 400,000 | |||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total unamortized debt discount | $ 113,970 | ||||||||||||||||
Beneficial conversion feature, total | $ 131,555 | ||||||||||||||||
Principal amount | $ 164,444 | ||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | 10.00% | |||||||||||||||
Original issue discount | $ 16,444 | ||||||||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||||||||
Percentage of conversion price, description | At the lower of the Fixed Price or 65% of the Company's lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. | ||||||||||||||||
Amortization of OID and debt issuance costs | $ 34,029 | ||||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of charge on penalty | 40.00% | ||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of charge on penalty | 18.00% | ||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 70,000 | ||||||||||||||||
Chief Executive Officer [Member] | Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total unamortized debt discount | 16,444 | ||||||||||||||||
Principal amount | 164,444 | ||||||||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||||||||
Peak One and TFK Financing [Member] | Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative liability | 870,000 | 541,000 | |||||||||||||||
Beneficial conversion feature, total | 232,000 | ||||||||||||||||
Chance in fair value of derivative liability | 736,000 | ||||||||||||||||
Original issue discount | $ 287,829 | ||||||||||||||||
Net proceeds from convertible debt | 26,825 | ||||||||||||||||
Percentage of conversion price, description | As as such, all the noteholders had the ability to convert that debt into equity at the variable conversion price of 65% % of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. | ||||||||||||||||
Peak One and TFK Financing [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Common Stock [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative liability | $ 369,000 | ||||||||||||||||
Peak One and TFK Financing [Member] | Bridge Investor [Member] | Bifurcation of the Embedded Conversion Option [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Beneficial conversion feature, total | 258,071 | ||||||||||||||||
Tranche One [Member] | Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | Jan. 18, 2020 | ||||||||||||||||
Conversion of debt, shares | 300,000 | ||||||||||||||||
Common stock percentage | 65.00% | ||||||||||||||||
Conversion price per share | $ 0.10 | ||||||||||||||||
Non-cash compensation expense | $ 60,000 | ||||||||||||||||
Tranche One [Member] | Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Tranche One [Member] | Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||||
Third Tranche [Member] | Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 200,000 | ||||||||||||||||
Tranche Two [Member] | Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total unamortized debt discount | 163,954 | ||||||||||||||||
Beneficial conversion feature, total | 180,000 | ||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||
Maturity date | Jun. 12, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Original issue discount | $ 20,000 | ||||||||||||||||
Deferred financing costs | 1,000 | ||||||||||||||||
Net proceeds from convertible debt | 179,000 | ||||||||||||||||
Beneficial conversion feature, excluding discount | 132,091 | ||||||||||||||||
Number of restricted stock issued, value | $ 47,909 | ||||||||||||||||
Amortization of OID and debt issuance costs | 37,046 | ||||||||||||||||
Fall 2019 Debt Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Gross proceeds from convertible debt | $ 1,000,000 | ||||||||||||||||
Additional gross proceeds from convertible debt | $ 500,000 | ||||||||||||||||
Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total unamortized debt discount | 144,444 | ||||||||||||||||
Debt instrument, conversion description | (a) into shares of the Company's Common Stock at a conversion price of $0.18 per share, or (b) into shares of EdgePoint's, the Company's to be newly formed subsidiary for AI/Blockchain in pharmaceutical manufacturing, Common Stock at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of EdgePoint and one million shares outstanding. | ||||||||||||||||
Beneficial conversion feature, total | 222,222 | ||||||||||||||||
Amortization of OID and debt issuance costs | 55,556 | $ 0 | |||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||
Description on debt instrument | All amounts outstanding under the Fall 2019 Notes become due and payable upon the approval of the holders of a majority of the principal amount of outstanding Fall 2019 Notes (the "Majority Holders") on or after (a) November 23, 2020 or (b) the occurrence of an event of default (either, the "Maturity Date"). The Company may prepay the Fall 2019 Notes at any time. Events of default under the Fall 2019 Notes include failure to make payments under the Fall 2019 Notes within thirty (30) days of the date due, failure to observe of the Note Purchase Agreement or Fall 2019 Notes which is not cured within thirty (30) days of notice of the breach, bankruptcy, or a change in control of the Company (as defined in the Note Purchase Agreement). | ||||||||||||||||
Interest expense | 12,500 | ||||||||||||||||
Fall 2019 Notes [Member] | Chief Executive Officer [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 70,000 | ||||||||||||||||
Fall 2019 Notes [Member] | Dr. Vuong Trieu [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||
Gross proceeds from convertible debt | 500,000 | ||||||||||||||||
Due to related parties | 35,000 | ||||||||||||||||
Fall 2019 Notes [Member] | Stephen Boesch [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||
Gross proceeds from convertible debt | $ 500,000 | ||||||||||||||||
Fall 2019 Notes [Member] | Dr. Sanjay Jha [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||
Fall 2019 Notes [Member] | Chulho Park [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 27,000 | ||||||||||||||||
Fall 2019 Notes [Member] | Amit Shah [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 20,000 | ||||||||||||||||
Fall 2019 Notes [Member] | Two Affiliates [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 168,000 | ||||||||||||||||
Peak One and TFK Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amortization expense related to debt discount | $ 163,855 | ||||||||||||||||
Debt instrument, conversion description | All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. | ||||||||||||||||
Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total unamortized debt discount | 24,643 | ||||||||||||||||
Beneficial conversion feature, total | 28,445 | ||||||||||||||||
Principal amount | $ 35,556 | ||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Original issue discount | $ 3,556 | ||||||||||||||||
Net proceeds from convertible debt | $ 32,000 | $ 7,358 | |||||||||||||||
Percentage of conversion price, description | (i) a conversion price, during the first 180 days, of $0.10 per share (the "Fixed Price"), and then (2) at the lower of the Fixed Price or 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||
Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of charge on penalty | 40.00% | ||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of charge on penalty | 18.00% | ||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Tranche 2 [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Maturity date | Aug. 6, 2022 | ||||||||||||||||
Original issue discount | $ 20,000 | ||||||||||||||||
Deferred financing costs | 5,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||
Percentage of conversion price, description | At a conversion price equal to the Fixed Price, at the lower of the Fixed Price or 65% of the Company's lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||
Tranche 2 [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of charge on penalty | 40.00% | ||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Tranche 2 [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of charge on penalty | 18.00% | ||||||||||||||||
Percentage of redemption of convertible note | 110.00% |
Convertible Debentures and No_4
Convertible Debentures and Notes - Schedule of Convertible Debentures (Details) | Mar. 31, 2020USD ($) |
Convertible note payable | $ 173,383 |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Bridge Investor [Member] | |
Convertible note payable | 3,468 |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Related Party [Member] | |
Convertible note payable | 16,019 |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Peak One [Member] | |
Convertible note payable | 11,254 |
10% Convertible Note Payable, Due April 23, 2022 [Member] | TFK Investments, LLC [Member] | |
Convertible note payable | 14,984 |
10% Convertible Note Payable, Due June 12, 2022 [Member] | Peak One Opportunity Fund, L.P [Member] | |
Convertible note payable | (30,542) |
10% Convertible Note Payable, Due August 6, 2022 [Member] | Bridge Investor [Member] | |
Convertible note payable | $ 158,200 |
Convertible Debentures and No_5
Convertible Debentures and Notes - Schedule of Convertible Debentures (Details) (Parenthetical) | Mar. 31, 2020 |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Bridge Investor [Member] | |
Interest rate | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Related Party [Member] | |
Interest rate | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Peak One [Member] | |
Interest rate | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | TFK Investments, LLC [Member] | |
Interest rate | 10.00% |
10% Convertible Note Payable, Due June 12, 2022 [Member] | Peak One [Member] | |
Interest rate | 10.00% |
10% Convertible Note Payable, Due August 6, 2022 [Member] | Bridge Investor [Member] | |
Interest rate | 10.00% |
Convertible Debentures and No_6
Convertible Debentures and Notes - Schedule of Accrued Interest (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Convertible note payable | $ 871,925 | $ 800,000 |
5% Convertible Note Payable - Stephen Boesch [Member] | ||
Convertible note payable | 209,676 | |
5% Convertible Note Payable - Vuong Trieu [Member] | ||
Convertible note payable | 209,504 | |
5% Convertible Note Payable - Sanjay Jha (Through His Family Trust) [Member] | ||
Convertible note payable | 209,025 | |
5% Convertible Note Payable - CEO, CTO & CFO [Member] | ||
Convertible note payable | 79,940 | |
5% Convertible Note Payable - Bridge Investors [Member] | ||
Convertible note payable | $ 163,780 |
Convertible Debentures and No_7
Convertible Debentures and Notes - Schedule of Accrued Interest (Details) (Parenthetical) | Mar. 31, 2020 |
5% Convertible Note Payable - Stephen Boesch [Member] | |
Interest rate | 5.00% |
5% Convertible Note Payable - Vuong Trieu [Member] | |
Interest rate | 5.00% |
5% Convertible Note Payable - Sanjay Jha (Through His Family Trust) [Member] | |
Interest rate | 5.00% |
5% Convertible Note Payable - CEO, CTO & CFO [Member] | |
Interest rate | 5.00% |
5% Convertible Note Payable - Bridge Investors [Member] | |
Interest rate | 5.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 09, 2020 | Apr. 30, 2019 | Apr. 23, 2019 | Dec. 31, 2018 | Apr. 13, 2018 | Jan. 31, 2019 | Dec. 31, 2015 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Shares issued price per share | $ 0.17 | |||||||||
Unamortized intangible assets | $ 1,010,180 | $ 1,010,180 | ||||||||
Common stock par value | $ 0.01 | $ 0.01 | ||||||||
Chief Executive Officer [Member] | ||||||||||
Payments of related party debt | $ 70,000 | |||||||||
Chief Executive Officer [Member] | Fall 2019 Note [Member] | ||||||||||
Principal amount | $ 250,000 | |||||||||
Debt conversion amount | 35,000 | |||||||||
Chief Executive Officer [Member] | Convertible Debt [Member] | ||||||||||
Principal amount | $ 164,444 | |||||||||
Net proceeds from convertible debt | $ 148,000 | |||||||||
Autotelic Inc., [Member] | ||||||||||
Shares issued price per share | $ 4 | |||||||||
Autotelic Inc., [Member] | Trabedersen License [Member] | ||||||||||
Number of shares issued during the period | 204,798 | |||||||||
Payment to acquire licenses | $ 819,191 | $ 395,150 | ||||||||
License term | 5 years | |||||||||
Payment of remaining prepaid expenses | $ 191,191 | |||||||||
Amortization of acquired intangibles | 12,841 | $ 12,841 | ||||||||
Unamortized intangible assets | 911,731 | $ 924,572 | ||||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | ||||||||||
Agreement related expenses | $ 232,806 | $ 339,294 | ||||||||
Number of shares issued during the period | 80,772 | |||||||||
Shares issued price per share | $ 4 | |||||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | Vuong Trieu [Member] | ||||||||||
Termination agreement, description | The MSA requires a 90-day written termination notice in the event either party requires to terminate such services. | |||||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | Vuong Trieu [Member] | Maximum [Member] | ||||||||||
Equity ownership percentage | 10.00% | |||||||||
Securities Purchase Agreement [Member] | Vuong Trieu [Member] | Convertible Debt [Member] | ||||||||||
Principal amount | 164,444 | |||||||||
Original issue discount | 16,444 | |||||||||
Net proceeds from convertible debt | $ 148,000 | |||||||||
Artius Consulting Agreement [Member] | Board of Directors [Member] | 2017 Equity Incentive Plan [Member] | ||||||||||
Equity ownership percentage | 30.00% | |||||||||
Termination agreement, description | Either the Company or Artius may terminate the Artius Agreement at any time, for any reason following the Effective Date. The Artius Agreement will automatically renew one year from the Effective Date, unless the Parties agree to terminate the Artius Agreement at that time. | |||||||||
Agreement related expenses | ||||||||||
Number of restricted shares | 148,837 | |||||||||
Common stock par value | $ 0.01 | |||||||||
Debt description | The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company. | |||||||||
Maida Consulting Agreement [Member] | Dr. Maida [Member] | ||||||||||
Termination agreement, description | Either the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice. | |||||||||
Agreement related expenses | ||||||||||
Number of restricted shares | 400,000 | |||||||||
Common stock par value | $ 0.20 | |||||||||
Debt description | The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company. | |||||||||
Number of restricted shares, shares | $ 80,000 | |||||||||
Vested date | May 5, 2021 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Nov. 18, 2019 | Jun. 12, 2019 | Apr. 30, 2019 | Apr. 23, 2019 | Apr. 22, 2019 | Mar. 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Mar. 31, 2019 |
Shares issued price per share | $ 0.17 | |||||||||||
Number of shares issued during the period, value | $ 83,000 | |||||||||||
Merger Agreement [Member] | ||||||||||||
Common shares issued for settlement of accounts payable | 10,318,746 | |||||||||||
Merger Agreement [Member] | Convertible Debt [Member] | ||||||||||||
Number of restricted stock issued during the period | 350,000 | |||||||||||
Merger Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||||
Common shares issued for settlement of accounts payable | 0.01877292 | |||||||||||
Two Investors [Member] | ||||||||||||
Common shares issued in conversion of warrants | $ 150,000 | |||||||||||
Common shares issued in conversion of warrants, shares | 120 | |||||||||||
Two Noteholders [Member] | Merger Agreement [Member] | Convertible Debt [Member] | ||||||||||||
Shares issued price per share | $ 0.18 | $ 0.11 | ||||||||||
Number of restricted stock issued during the period | 700,000 | |||||||||||
Oncotelic [Member] | Merger Agreement [Member] | ||||||||||||
Common shares issued for settlement of accounts payable | 41,000,033 | 41,000,033 | ||||||||||
Oncotelic [Member] | Merger Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||||
Common shares issued for settlement of accounts payable | 193,713 | |||||||||||
Number of shares issued during the period | 77,154 | |||||||||||
Oncotelic [Member] | Employee [Member] | ||||||||||||
Common shares issued for compensation | $ 80,594 | $ 11,250 | ||||||||||
Shares issued price per share | $ 4 | $ 4 | $ 4 | |||||||||
Oncotelic [Member] | Two Separates Investors [Member] | ||||||||||||
Shares issued price per share | $ 4 | |||||||||||
Number of shares issued during the period | 20,750 | |||||||||||
Number of shares issued during the period, value | $ 83,000 | |||||||||||
Autotelic Inc., [Member] | ||||||||||||
Shares issued price per share | $ 4 | |||||||||||
Common shares issued for settlement of accounts payable | 80,772 | |||||||||||
PointR [Member] | Merger Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||||
Common shares issued for settlement of accounts payable | 11,135,935 | |||||||||||
Number of shares issued during the period | 84,475 | |||||||||||
Peak One [Member] | ||||||||||||
Number of shares issued during the period | 500,000 | 500,000 | ||||||||||
Peak One [Member] | Convertible Notes Payable [Member] | ||||||||||||
Number of shares issued during the period | 1,200,000 | |||||||||||
TFK Investments, LLC [Member] | ||||||||||||
Number of shares issued during the period | 750,000 | |||||||||||
TFK Investments, LLC [Member] | Restricted Shares [Member] | ||||||||||||
Shares issued price per share | $ 0.20 | |||||||||||
Number of shares issued during the period | 300,000 | |||||||||||
Number of shares issued during the period, value | $ 60,000 | |||||||||||
Conversion percentage | 65.00% | |||||||||||
Conversion maturity date | Jan. 8, 2020 | |||||||||||
Conversion price per share | $ 0.10 | |||||||||||
TFK Investments, LLC [Member] | Convertible Notes Payable [Member] | ||||||||||||
Number of shares issued during the period | 1,012,145 | |||||||||||
Peak One Opportunity Fund, L.P [Member] | Restricted Shares [Member] | ||||||||||||
Shares issued price per share | $ 0.20 | |||||||||||
Number of shares issued during the period | 300,000 | |||||||||||
Number of shares issued during the period, value | $ 60,000 | |||||||||||
Conversion percentage | 65.00% | |||||||||||
Conversion maturity date | Jan. 18, 2020 | |||||||||||
Conversion price per share | $ 0.10 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 29, 2020 | Apr. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Options exercisable term | 10 years | |||
Options vesting period | 3 years | |||
Aggregate intrinsic value of options | $ 0 | |||
Weighted average fair value | $ 0.17 | |||
Number of share-based payment award, accelerated vesting | 328,000 | |||
Reissuance of warrants | 13,750,000 | |||
Warrants excersiable term | 3 years | |||
Share based compensation | $ 341,000 | $ 2,100,000 | ||
Number of warrants issued during period | ||||
Maximum [Member] | ||||
Warrants excersiable term | 5 years | |||
Minimum [Member] | ||||
Warrants excersiable term | 3 years | |||
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Number of common stock issued to awards | 2,000,000 | |||
2015 and 2005 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Number of common stock issued to awards | 7,250,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Compensation Based Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Compensation Related Costs [Abstract] | |
Options Outstanding, Beginning Balance | shares | 6,145,044 |
Options Outstanding, Expired or canceled | shares | (9,760) |
Options Outstanding, Ending Balance | shares | 6,135,284 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 0.75 |
Weighted Average Exercise Price, Expired or canceled | $ / shares | 2.79 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | $ 0.75 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Options to Purchase Shares of Common Stock Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of Outstanding Options | 6,135,284 |
Weighted Average Remaining Life In Years | 6 years 10 months 17 days |
Weighted-Average Exercise Price | $ / shares | $ 0.74 |
Number Exercisable | 6,135,284 |
Exercise Price One [Member] | |
Exercise Prices | $ / shares | $ 0.22 |
Number of Outstanding Options | 2,524,513 |
Weighted Average Remaining Life In Years | 8 years 2 months 23 days |
Weighted-Average Exercise Price | $ / shares | $ 0.22 |
Number Exercisable | 2,524,513 |
Exercise Price Two [Member] | |
Exercise Prices | $ / shares | $ 0.38 |
Number of Outstanding Options | 1,162,500 |
Weighted Average Remaining Life In Years | 6 years 9 months 14 days |
Weighted-Average Exercise Price | $ / shares | $ 0.38 |
Number Exercisable | 1,162,500 |
Exercise Price Three [Member] | |
Exercise Prices | $ / shares | $ 0.51 |
Number of Outstanding Options | 242,966 |
Weighted Average Remaining Life In Years | 7 years 2 months 12 days |
Weighted-Average Exercise Price | $ / shares | $ 0.51 |
Number Exercisable | 242,966 |
Exercise Price Four [Member] | |
Exercise Prices | $ / shares | $ 0.58 |
Number of Outstanding Options | 271,224 |
Weighted Average Remaining Life In Years | 6 years 6 months 29 days |
Weighted-Average Exercise Price | $ / shares | $ 0.58 |
Number Exercisable | 271,224 |
Exercise Price Five [Member] | |
Exercise Prices | $ / shares | $ 0.73 |
Number of Outstanding Options | 1,025,000 |
Weighted Average Remaining Life In Years | 5 years 11 months 23 days |
Weighted-Average Exercise Price | $ / shares | $ 0.73 |
Number Exercisable | 1,025,000 |
Exercise Price Six [Member] | |
Exercise Prices | $ / shares | $ 1.37 |
Number of Outstanding Options | 150,000 |
Weighted Average Remaining Life In Years | 5 years 3 months 22 days |
Weighted-Average Exercise Price | $ / shares | $ 1.37 |
Number Exercisable | 150,000 |
Exercise Price Seven [Member] | |
Exercise Prices | $ / shares | $ 1.43 |
Number of Outstanding Options | 525,000 |
Weighted Average Remaining Life In Years | 5 years 1 month 27 days |
Weighted-Average Exercise Price | $ / shares | $ 1.43 |
Number Exercisable | 525,000 |
Exercise Price Eight [Member] | |
Exercise Prices | $ / shares | $ 2.60 |
Number of Outstanding Options | 5,280 |
Weighted Average Remaining Life In Years | 4 years 3 months 4 days |
Weighted-Average Exercise Price | $ / shares | $ 2.60 |
Number Exercisable | 5,280 |
Exercise Price Nine [Member] | |
Exercise Prices | $ / shares | $ 2.95 |
Number of Outstanding Options | 150,000 |
Weighted Average Remaining Life In Years | 4 years 1 month 16 days |
Weighted-Average Exercise Price | $ / shares | $ 2.95 |
Number Exercisable | 150,000 |
Exercise Price Ten [Member] | |
Exercise Prices | $ / shares | $ 11.88 |
Number of Outstanding Options | 2,359 |
Weighted Average Remaining Life In Years | 1 year 9 months 3 days |
Weighted-Average Exercise Price | $ / shares | $ 11.88 |
Number Exercisable | 2,359 |
Exercise Price Eleven [Member] | |
Exercise Prices | $ / shares | $ 15 |
Number of Outstanding Options | 75,000 |
Weighted Average Remaining Life In Years | 5 years 1 month 27 days |
Weighted-Average Exercise Price | $ / shares | $ 15 |
Number Exercisable | 75,000 |
Exercise Price Twelve [Member] | |
Exercise Prices | $ / shares | $ 19.80 |
Number of Outstanding Options | 1,442 |
Weighted Average Remaining Life In Years | 1 year 7 months 2 days |
Weighted-Average Exercise Price | $ / shares | $ 19.80 |
Number Exercisable | 1,442 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Warrants Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | ||
Number of Stock Options Outstanding, beginning balance | 19,515,787 | 24,380,893 |
Number of Stock Options, Issued | (13,750,000) | |
Number of Stock Options, Expired or cancelled | (18,028,287) | (4,865,106) |
Number of Stock Options Outstanding, ending balance | 15,237,500 | 19,515,787 |
Weighted-Average Exercise Price, Outstanding, beginning balance | $ 0.60 | $ 1.05 |
Weighted-Average Exercise Price, Issued | 0.20 | |
Weighted-Average Exercise Price, Expired or cancelled | 0.63 | 2.82 |
Weighted-Average Exercise Price, Outstanding, ending balance | $ 0.20 | $ 0.60 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Warrants Outstanding and Exercisable (Details) | Mar. 31, 2020$ / sharesshares |
Warrants Outstanding, Number of Warrants | 15,237,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 15,237,500 |
Exercise Price One [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 1,487,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 1,487,500 |
Exercise Price Two [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 13,750,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 13,750,000 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Black Scholes Valuation Allowance Model of Warrants (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020 | |
Expected Term | 3 years |
Expected volatility | 140.50% |
Risk-free interest rates | 1.40% |
Dividend yields | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Net deferred tax assets | $ 65,700,000 | $ 65,000,000 |
Net operating loss carry-forwards | $ 2,400,000 | $ 248,000,000 |
Net operating loss expiration year | 2038 | |
Federal Income Tax [Member] | ||
Net operating loss carry-forwards | $ 250,400,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 04, 2019 | Mar. 31, 2020 |
Contingent liability | $ 2,600,000 | |
Merger Agreement [Member] | PointR Data, Inc [Member] | ||
Purchase price consideration | $ 17,831,427 | |
Contingent liability | $ 2,625,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Restricted Stock Grants and Stock Option Grants (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Vuong Trieu [Member] | Chief Executive Officer [Member] | |
Restricted stock | 209,302 |
Stock options | 313,953 |
Fatih Uckun [Member] | Chief Medical Officer [Member] | |
Restricted stock | 186,047 |
Stock options | 279,070 |
Chulho Park [Member] | Chief Technology Officer [Member] | |
Restricted stock | 162,791 |
Stock options | 244,186 |
Amit Shah [Member] | Chief Financial Officer [Member] | |
Restricted stock | 148,837 |
Stock options | 223,256 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 05, 2020 | Apr. 21, 2020 | Nov. 18, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||||
Convertible note payable | $ 871,925 | $ 800,000 | |||||
Peak One Opportunity Fund, L.P [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Conversion of debt, shares | 2,012,145 | ||||||
Conversion of debt, amount | $ 150,000 | ||||||
Peak One Opportunity Fund, L.P [Member] | Restricted Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Maturity date | Jan. 18, 2020 | ||||||
Subsequent Event [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Conversion of debt, shares | 569,800 | ||||||
Conversion of debt, amount | $ 50,000 | ||||||
Convertible note payable | 200,000 | $ 200,000 | |||||
Subsequent Event [Member] | Paycheck Protection Program [Member] | Silicon Valley Bank [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Notes payable | $ 250,000 | ||||||
Maturity date | Apr. 21, 2022 | ||||||
Debt interest rate | 1.00% | ||||||
Subsequent Event [Member] | Research Service Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Service fees | $ 900,000 | ||||||
Subsequent Event [Member] | ATB Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Non-refundable milestone payment | 500,000 | ||||||
Targeted milestone payment | 500,000 | ||||||
Subsequent Event [Member] | ATB Agreement [Member] | Japan, China, Brazil, Mexico, Russia and Korea [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from products supplied | 1,000,000 | ||||||
Subsequent Event [Member] | ATB Agreement [Member] | Germany, France, Spain, Italy and UK [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from products supplied | $ 2,000,000 | ||||||
Subsequent Event [Member] | Maida Consulting Agreement [Member] | Dr. Maida [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payment for services | $ 15,000 | ||||||
Subsequent Event [Member] | Maida Consulting Agreement [Member] | Dr. Maida [Member] | Restricted Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares granted | 400,000 | ||||||
Number of shares granted, value | $ 80,000 | ||||||
Stock value, price per share | $ 0.20 |